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2017-08-15 Agenda with Backup
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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-557,Version:1 Receiveareport,holdadiscussion,andgivestaffdirectionregardingtheDentonChamberofCommerce economic development contract. City of DentonPage 1 of 1Printed on 11/1/2017 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: August 15, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Denton Chamber of Commerce economic development contract. BACKGROUND The City Council and the Denton Chamber of Commerce first entered into an economic development partnership agreement in 1986. s dollars and provides for the administration and operation budget of the Chamber of Commerce Economic Development that includes: Prospect generation activities Marketing activities, i.e. trade shows, publishing/printing, website(s) administration, marketing materials Economic Development Partnership Board support Small Business Development Center support Exhibit 3 is the draft of an economic development program agreement between the City and the Chamber. (under 2. Duties of the Office), along with enhanced clauses regarding financial reporting (under 2.g.i. and 3. Support Services and Funding), insurance requirements (under 5. Insurance), and indemnity (under 6. Indemnity). PRIOR ACTION/REVIEW (Council, Boards, Commissions) July 25, 2017 The Denton Chamber of Commerce presented its funding request to the City Council. FISCAL INFORMATION The Denton Chamber of Commerce has requested funding from the City of Denton in the amount of $238,836 for economic development efforts in FY 2017-18. 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: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 2016-17 Chamber of Commerce Economic Development Contract Exhibit 3 2017-18 Draft Chamber of Commerce Economic Development Contract Exhibit 4 Presentation Respectfully submitted: Caroline Booth Director of Economic Development ECONOMIC DEVELOPMENT PROGRAM AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON CHAMBER OF COMMERCE program to promote economic development through the joint efforts of the parties hereto, who in consideration of the mutual promises, agree as follows: 1. During the term of this Agreement, the Chamber shall maintain an Office of Economic Development managed by the Vice President of Economic Development, who shall perform the duties of the office. 2. Duties of the Office. The Chamber shall: a. Develop an annual comprehensive Marketing Plan and produce print, digital, and promotional materials to market Denton to companies, site selectors, brokers, and developers. i. Goals: 1. Increase DentonEDP.com page views by 20% over FY 2016-17; 2. Increase unique users on DentonEDP.com by 20% over FY 2016- 17; and 3. Collect baseline soci. ii. Deliverables: The Chamber must present the annual comprehensive Marketing Plan in November of the year following execution of this Agreement to the Economic Development Partnership Board and every November thereafter. The plan must include: 1. Strategies/timelines for print and digital ad buys; 2. A schedule for maintenance and updates to DentonEDP.com; 3. Social media (platforms used, type of content to be posted, and posting schedule; and 4. Planned marketing trips. iii. Metrics: The Chamber must Economic Development a: 1. Monthly Activity Report on DentonEDP.com, including a page view summary, top referral sources, and top keyword sources; 2. Monthly Facebook Insights Summary Report, including page views, reach, and post engagements; 3. Monthly Twitter Activity Summary, including number of tweets and impressions; and 1 4. Quarterly LinkedIn Activity Report, including profile views within the prior 90 days, post views by month, and search appearances by week. b. Recruit prospectiv industries of aviation/aerospace, advanced manufacturing, renewable energy, research and development, information technology, and supply chain logistics/distribution by attending target meetings/special events. i. Goal: ii. Deliverables: The Chamber must provide trips. The Chamber will provide a fiscal year- marketing trips. iii. Metrics: The Chamber must Economic Development: 1. Monthly reports: expenditures per trip, names/organizations of direct contacts made by Chamber Economic Development staff, and follow up activities undertaken with each contact; and 2. Year-end reports: inquiries, leads, prospects, proposals, site visits, locations, etc., and to which marketing trip they relate. c. Serve as the point of contact and coordinate responses to leads originating from sources other than the Dallas Regional Chamber. i. Goals: 1. Forty-two (42) engagements or proposals; and 2. Six (6) site visits. ii. Deliverables: The Chamber must Director of activity. iii. Metrics: The Chamber must provide in the report to the Director of Economic Development the following: Source of lead (including the name/contact information of the company, site selector, broker, or developer); company type; project name; site needs; capital investment; jobs created; whether a proposal was submitted; conversion of proposals into further requests for information, site visits, etc. 2 d. Prepare monthly Chamber-only activity reports (excluding prospect responses by the City), including current year budget and actuals to date, for the Economic Development Partnership Board. i. Deliverables: The Chamber must provide the reports Director of Economic Development by close of business on the first Thursday of each month. e. Present an update/budget request to the Denton City Council annual budget process, and include the following with the request: i. Deliverables: The Chamber must provide in its request Performance measures; Prior year accomplishments, process improvements, and cost containment efforts; Goals for the coming fiscal year; Three prior fiscal year budgets and actuals; and The current year budget and actuals to date. f. Maintain memberships and involvement in economic development organizations and groups such as the International Economic Development Council, the Texas Economic Development Council, Team Texas, and TexasOne. g. Provide an account Development. i. Deliverables: The Chamber must provide a Profit and Loss Budget Performance Statement on a quarterly basis, its annual audited financials, 3. Support Services and Funding. The Chamber shall provide the office space, equipment, and support staff necessary to the operations of the Office. For Fiscal Year 2017-18, the Chamber shall solicit and contribute private sector funds of at least $70,000, and the City shall provide funding in the amount of one lump-sum of $238,836, which may be funded from the General Fund, Utilities Funds, or some combination thereof. The balance of any unused City funds shall be returned to the City at the end of the fiscal year. Any funds provided by the City pursuant to this Agreement shall be retained in an account for the purpose provided for in this Agreement. The Chamber and the Office shall keep current and accurate records of all funds received and expended, as well as deliverables and metrics specified herein, which shall be subject to inspection and audit by the City at all reasonable times. All such records shall be subject to the Texas Public Information Act, 4. Independent Status of Office. The Office shall be under the direct supervision and control of the Chamber and all personnel of the Office shall be considered employees or agents of 3 the Chamber and not of the City. The Chamber shall be responsible for the processing of all benefits or payment liabilities of such employees or agents, including the withholding or payment of personal income or social security taxes, as provided by applicable law, and 5. Insurance. The Chamber shall maintain policies of insurance for the duration of the Agreement, as outlined in Attachment A, to protect against liability arising from the operation of the Office. The Chamber must provide a copy of the Certificate of Insurance showing the City added as an insured within a reasonable time of execution of this Agreement and each time there is a change in coverage or carrier, a copy must be provided to the City of Den 6. INDEMNITY. THE CHAMBER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, SUITS, OR LIABILITIES ARISING FROM OR RELATED TO ANY ACT OR OMISSION OF THE CHAMBER, ITS OFFICERS, DIRECTORS, OFFICIALS, EMPLOYEES, OR REPRESENTATIVES IN THE PERFORMANCE OF THIS AGREEMENT. THIS INCLUDES PROPERTY DAMAGE, PERSONAL INJURY OR DEATH AND ALSO COVERS COSTS OF SUIT AND ATTORNEYS FEES. 7. Term of Agreement. This Agreement shall be effective from October 1, 2017, through September 30, 2018. 8. Termination. Either party may terminate this Agreement by giving written notice to the other party thirty (30) days in advance of the termination date, in which case any unexpended funds provided by the City shall be returned to the City within fifteen (15) days from the date the written notice is mailed to the Chamber. If the Chamber fails to meet the Deliverables or Metrics required under this Agreement, and it results in termination of the Agreement by the City, then the Chamber will not be eligible for any future funding from the City for a one (1) year period. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements, oral or written. This Agreement may only be modified by the subsequent mutual written agreement executed by the City and the Chamber. 10. Waiver. Any waiver by the City of any provision or condition of this Agreement shall not be construed to be a waiver of any other provisions or conditions of this Agreement. 11. Governing Law. This Agreement shall be governed by the laws of the State of Texas. The City expressly does not waive any defenses to any claims of any sort by virtue of this 4 Agreement, including its Sovereign Immunity, and states that this is an economic incentive 12. Severability. Should any provision of this Agreement be adjudged illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the legality, validity of enforceability of the Agreement as a whole or any sections, subsections, sentences, or clauses herein. EXECUTED this the _______________ day of ________________, 2017. CITY OF DENTON ______________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: ___________________________________ DENTON CHAMBER OF COMMERCE 5 By: ______________________________ Its: ______________________________ 6 Attachment A INSURANCE REQUIREMENTS STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Chamber, the Chamber shall provide and maintain until the agreement has been terminated, the minimum insurance coverage as indicated hereinafter. 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 Chamber shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Chamber 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 Chamber shall either double the occurrence limits or obtain Owners and Chambers 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. 7 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 Chamber. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] Automobile Liability Insurance: Chamber 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. 8 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-978,Version:1 AGENDA CAPTION Receiveareport;holdadiscussion,andgivestaffdirectionregardingtheFY2017-18CityManager’sProposed Budget, Capital Improvement Program, and Five-Year Financial Forecast. City of DentonPage 1 of 1Printed on 11/1/2017 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: August 15, 2017 SUBJECT Receive a report; hold a discussion, and give staff direction regarding the FY 2017-18 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. BACKGROUND The FY 2017-18 provided the City Council with a comprehensive overview of the proposed budget at a Budget Work Session on August 3, 2017. The City Council has asked a number of questions and requested a variety of information concerning the proposed budget. The purpose of this agenda item is to provide the City Council with answers to these discussions regarding the proposed budget and allow additional opportunity for questions and dialogue. A memorandum that summarizes the requests we received and the responses that we have been able to compile are attached along with a brief presentation. Below is the schedule we will follow to adopt the budget and tax rate: st August 15 1Public Hearing on Tax Rate nd September 12 2 Public Hearing on Tax Rate Public Hearing on Proposed Budget September 19 City Council Adopts Budget and Tax Rate I look forward to discussing the budget materials in detail with you. If you have any questions, or need additional information, please let me know. 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: 1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 PowerPoint Presentation Exhibit 3 Budget Questions and Responses August 15 Respectfully submitted: Chuck Springer, 940-349-8260 Director of Finance Finance Department * 215 E. McKinney * Denton, TX 76201 (940) 349-8224 * DFW Metro (972) 434-2259 * Fax (940) 349-7206 MEMORANDUM DATE: August 15, 2017 TO: Honorable Mayor and Members of the City Council FROM: Chuck Springer, Director of Finance SUBJECT: City Council Budget Questions and Responses Information regarding the FY 2017-18 Proposed Budget and department presentations have been th presented beginning in June to the latest presentation on August 8. Below is a summary of the most recent questions and requests, from the City Council as I understand them, and the responses compiled to date. 1. Please provide information on the breakdown of what is included in New Residential & Commercial in the Capital Improvement Plan for Electric. Exhibit 1 is a listing of the residential and commercial capital projects for FY 2017-18 and a listing of the feeder and extension capital projects for FY 2017-18. 2. Please provide information on adding the Energy Cost Adjustment (ECA) rate to the City website. The Energy Cost Adjustment has been added to the City of Denton webpage. Click on Utility Rate Brochure icon on the lower right side of the page. Link: https://www.cityofdenton.com/CoD/media/City-of- Denton/Government/Water%20Utilities/2016-Utility-Rate-Brochure_0717.pdf 3. Please provide information on Electric capital expenditures on acquiring right of way. Electric has spent a total of $24,578,178 acquiring right of way from June 2012 to present. 4. Please provide information on what is a 1% change in electric rate revenue. A 1% change in Electric rate revenue would be approximately $1.48 million. 5. Please provide more information on the year to year variance in the Electric vehicle replacement budget. The cost for vehicle replacements varies each year depending on the types of vehicles being replaced in a given year. For example, the FY 2018-19 vehicle replacement list includes Question and Answer Memorandum August 15, 2017 Page 2 of 5 five large vehicles (including bucket trucks). Exhibit 2 contains the projected vehicle replacement lists for the 5-year period from FY 2017-18 through FY 2021-22. 6. Please provide information on a comparison between a 5-year payout of $28.6 million scrubber debt versus paying it off in 2019. The following table highlights the remaining debt. If the debt is called and paid off on Feb 15, 2019 (principal amounts highlighted in the table), there would be a total of $3.7 million savings on interest. DME TMPA RELATED DEBT BALANCES AS OF 8/3/17 Series 2010 CO DME TMPA Debt (Scrubber) PrincipalTotal InterestTotal Remainder of 2017$ 816,594$ 816,594 2018 3,825,000 1,537,563 5,362,563 2019 3,990,000 1,342,188 5,332,188 2020 4,195,000 1,137,563 5,332,563 2021 4,410,000 922,438 5,332,438 2022 4,635,000 713,694 5,348,694 2023 4,875,000 517,700 5,392,700 2024 5,120,000 317,800 5,437,800 2025 5,385,000 107,700 5,492,700 TOTAL$ 36,435,000$ 7,413,238$ 43,848,238 *In 2019, $28,620,000 is callable to the Series 2010 COs. 7. Obligation for new debt and General Obligation Refunding Bonds for refunding than Revenue Bonds. The City has always issued General Obligation debt for Solid Waste. By issuing General Obligation debt for the Utility System, the City is able to leverage its higher General Obligation credit rating (currently AA+ with Fitch and S&P) to reduce bond interest costs. Utility System Revenue Bonds issued in January 2017 for Electric were rated A+ by Fitch and AA- by S&P. Additionally, General Obligation debt does not require a bond reserve fund which further reduces the issuance costs to the Utility System since a bond reserve fund is generally required for Revenue Bonds. As a result of this practice and in conjunction with adoption of the FY 2010-11 Budget, the City Council Question and Answer Memorandum August 15, 2017 Page 3 of 5 approved the transfer of 100% of the interest cost savings from the Utility System to the Street Improvement Fund for street maintenance operations. Interest cost savings is the differential between bond interest on Revenue Bonds versus General Obligation debt. Through FY 2016-17, it is estimate that the City will have transferred approximately $3.3 million from the Utility System to the Street Improvement Fund. 8. Please provide information on how TCOS revenues compare to debt issued for transmission projects. The last transmission cost of service interim rate case filing was on June 30, 2016. At that (TCOS) return from the statewide system. The Public Utility Commission (PUC) sets annual amounts based on interim rate cases filed, electric load and the coincidental peaks of each ERCOT entity. The amount of revenue DME budgets each year is based on our most recent interim rate case, plus additional plant in service that has energized since the last filing, as well as the prior year annual amount set by the PUC. For FY 16-17 DME budgeted $12.6 Million. Based on the 2016 interim filing and the 2017 PUC annual amounts the FY 16-17 estimate has been revised to $16.8. For the FY 2017-18 Proposed Budget DME has budget $20.1 Million for transmission revenue. The preliminary Million. This increase in TCOS return will be realized in the 2018-19 fiscal year. The following table displays annual transmission revenues and annual transmission debt service. DME Transmission Cost of Service FY 2013-14FY2014-15FY 2015-16FY 2016-17FY 2017-18 ActualActualActualEstimateProposed Net Plant In Service/$ 29,261,261$ 40,764,542$ 60,725,165$ 84,901,384$ 123,538,769 Annual Transmission Revenue$ 4,408,419$ 6,349,642$ 11,963,733$ 16,856,384$ 20,192,678 Annual Estimated Transmission Debt Service$ 9,115,062$ 12,403,657$ 13,676,205$ 15,093,815$ 17,112,405 % of Transmission Revenue to Debt48.36%51.19%87.48%111.68%118.00% Total Debt Service$ 22,028,126$ 25,636,325$ 29,107,011$ 29,137,181$ 34,399,150 Transmission % of Debt41.38%48.38%46.99%51.80%49.75% Transmission Debt Service 9,115,062 12,403,657 13,676,205 15,093,815 17,112,405 Question and Answer Memorandum August 15, 2017 Page 4 of 5 9. Please provide information on the current outstanding City debt issued for the TMPA facility and debt issued directly by TMPA. Page 1 of Exhibit 3 shows the three City debt issuances related to the TMPA facility. Page of TMPA debt issued for generation and transmission. As a reminder, TMPA transmission debt has been paid by annually by TCOS revenues received by TMPA and not by the City. 10. Please provide information on connect fees related to the metering and how have the costs been impacted by converting to automated meters. The standard connect fee is $23 to connect both the water and electric meters. A technician must be sent out to connect the water service since water meters have no remote the remote connect/disconnect capabilities. The meter connection charge has not been adjusted as a result of the automated meter reading (AMI) program. 11. Please provide information on the breakdown of how advertising dollars are spent in the General Fund. The General Fund has $140,436 budgeted in line 7912 for advertising. Public Communications Office (PCO) accounts for 44%, ($62,250) of the advertising budget. PCO advertising includes such items as; Citizen Connection (utility bill newsletter) monthly production, Annual Citizen Update production, Water Quality Report production, Utility Rate Brochure production, Cable advertising, Theater advertising, Social media advertising, and Denton Record-Chronicle advertising. Parks has 27% ($37,500) of the advertising budget. This includes advertising for Parks and Recreation events in magazines, newspapers, direct mail, social media, and radio. The remainder of the budget is distributed between Libraries, Transportation (for Bicycle and Pedestrian activities), Development Services, Human Resources and CMO. Advertising costs for these areas include promotion of programs, employee recruitment advertising and newspaper legal notices. 12. Please provide information on the breakout of vehicle maintenance by type of vehicle. A breakout of vehicles by fund and vehicle type is included in Exhibit 4. The Exhibit also includes the maintenance and fuel costs for FY 2015-16 for reference. 13. Please provide information on the breakdown of Keep Denton Beautiful expenses and income, specifically, sources of funds (private donations, grants, city funding with source of funds identified), rents paid (and source of funding), salaries, amounts fundraised, and distributions. This information is provided in Exhibit 5. Question and Answer Memorandum August 15, 2017 Page 5 of 5 14. Please provide information on utility customer deposits. and is included as Exhibit 6. Utility deposits for residential and commercial accounts are dependent upon the credit risk assessment and can range from no deposit require up to the no more than 1/6 of the annual utility billing at the service address or similar location. 15. Please provide information on the status of the ADA Comprehensive Study for Streets/Right-of-Way/Sidewalks. This one time supplemental funding of $250,000 was included in the FY 2016-17 budget. has met with a consulting firm that provides these services and their costs far exceed the budget for this study. Staff is currently evaluating options including use of in-house resources, limiting the study to specific sections of the City or searching for other firms that can provide this service. 16. Please provide information on early warning sirens, both locations covered by existing sirens as well as potential sites for additional coverage. Exhibit 7 shows two maps. The first map highlights the coverage of existing early warning sirens within the City. The second map depicts the additional coverage that would be provided by new locations, implemented in phases, blue, (year 1) and red (years 2 and 3). Exhibit 1 AttachmentC-1 PROJECTED RESIDENTIAL AND COMMERCIAL DEVELOPMENT FOR FY2018 New Residential Development #DescriptionUnitsServices 1Old North Park Phase 341$ 64,575 2Courts of Bonnie Brae106 166,950 3Teasley Trails Phase 288 138,600 4Fireside Village Phase 153 83,475 5Beaver Creek Phase 260 94,500 6Cole Ranch Development100 157,500 7Harvest Hills154 242,550 8Country Club Village32 50,400 9McKamy Evers Estates, Phase 2143 225,225 10Hartlee Field Ranch Development100 157,500 11Glenwood Meadow112 176,400 12Kings Ridge Estates100 157,500 13Hills of Denton100 157,500 14Diamond T Residential168 264,600 15Country Club Rd Estates73 114,975 16Sherman Crossing Addition Phase 2202 318,150 17Country Lakes West Phase 270 110,250 18Habitat Community32 50,400 19Villages of Carmel Phases 5B87 137,025 1821$ 2,868,075 New Apartment Complex #DescriptionUnits 1Tribeca Lofts50$ 27,550 2Audra Heights Phase 2 Duplexes74 40,774 3The Enclave Apartments260 143,260 4Eagle Heights100 55,100 5State School Road Duplexes40 22,040 6La Hacienda Heights327 180,177 7Denton Apartments239 131,689 8W Hickory Apartments12 6,612 9N Elm St Apartments289 159,288 10Rayzor Ranch Apartments300 165,300 11Brentwood Place Townhomes180 99,180 12915 Ave A Apartments34 18,734 13Windsor Multi-Family220 121,220 2125$ 1,170,924 New Commercial Business #DescriptionUnits 1Dillards @ RRTC1$ 16,800 2JR Marriott Office Warehouses1 16,800 3COD Public Safety Training Facility1 16,800 4Hickory Creek Detention Facility1 16,800 5Teasley Commons1 16,800 AttachmentC-2 Exhibit 1 PROJECTED RESIDENTIAL AND COMMERCIAL DEVELOPMENT FOR FY2018 New Commercial Business (continued) #DescriptionUnits 6COD Traffic Building1 16,800 7PFL Office Warehouse1 16,800 8Alamo Cinema @ RRTC1 16,800 9DISD Administration Building1 16,800 10Avalon Memory Care Facility1 16,800 11Funeral Home US 380 & Nottingham1 16,800 12Ranch View Hospital1 16,800 13Natural Gas Fueling Station, Landfill1 16,800 14Shady Shores Kroger1 16,800 15Rayzor Ranch Medical Office1 16,800 16Discount Tire Rayzor Ranch N1 16,800 17Survival Systems USA1 16,800 18Buc-ee's1 16,800 19Buc-ee's Retail2 33,600 20Cavenders Boot Store1 16,800 21Vaquero Building, SW of FM426 and Glengarry Way1 16,800 22Unicorn Lake Lot 3R1 16,800 23Glenwood Park Professional Offices1 16,800 24Shady Shores Retail3 50,400 25Rooms To Go @ RRTC1 16,800 26Service King1 16,800 27Denton Regional Medical Park3 50,400 28Rayzor Ranch South - General3 50,400 29Community Market1 16,800 30Sherman Crossing3 50,400 31G Rowland Vela Soccer Complex1 16,800 32Duchess Dr Office Bldg 21 16,800 33Restaurants @ RRTC4 67,200 34Downtown Redevelopment (DTIP)3 50,400 35TWU West Parking Garage1 16,800 36McKinney Retail Development (12,900 sq ft)1 16,800 37North Lakes Shopping Center3 50,400 38Love's Travel Center1 16,800 39Western Gate West 1 16,800 40Emery St Medical Office1 16,800 41Holiday Inn Express I35E1 16,800 42Mission St Offices1 16,800 43Scripture St Medical Office1 16,800 44Geesling Industrial Park1 16,800 45Miscellaneous commercial developments15 252,000 75$ 1,260,000 New Secondary Services - Operations & Maintenance$ 507,553 New Secondary Services - Distribution$ 562,000 TOTAL$ 6,368,552 Exhibit 1 Feeder Extension and Improvements (019) #FY 2018 - PROJECTSCOST B18006$250,000 General Distribution System Improvements Due to Load Growth McKinney West Line Upgrade: Rebuild/upgrade approximately 4,280' of 3-phase B17011$400,000 single circuit overhead line with double circuit overhead line along McKinney St from Audra Ln west to UPRR. Rayzor Ranch South Phase 3: Construct new underground primary lines to support B17012$650,000 Rayzor Ranch development (multi-year project; construct as development occurs). Windsor Dr Feeder Tie: Construct approximately 5,500' of underground line along B17014$850,000 Windsor Dr from Bonnie Brae St east to Hinkle Dr (NL212). Western Blvd Duct Bank East: Construct approximately 4,000' of multi-conduit duct B17015$1,000,000 bank along east side of Western Blvd from RD Wells Sub north to Jim Christal Rd. Hinkle Dr Rebuild: Rebuild approximtely 2,600' of double circuit overhead lines and B18007$350,000 1,400' of single circuit overhead along Hinkle Dr from Windsor Dr to US 380. Bernard/James St Rebuild: Rebuild approximately 1.25 miles of overhead line along B18001$450,000 Bernard St/James St, from Acme St to US 377 (due to age/condition of facilities). Willowwood St Rebuild: Rebuild approximately 1.14 miles of overhead line on B18003$400,000 Willowwood St from Bonnie Brae to Bernard St. (due to age/condition of facilities) West Hickory St Rebuild: Rebuild approximately 5,100' of overhead line along West B18005$500,000 Hickory St, from Bonnie Brae St to Bernard St (aging facilities). Teasley Sub Manhole Rebuild: Rebuild/add multiple pull-boxes and reconfigure B17019$250,000 distribution feeders to eliminate operational issue of multiple circuits in common manholes. Old Kings Row Area Rebuild Phase 1: Rebuild existing distribution facilities in the B17020$300,000 area SW of old Kings Row Sub due to condition and reliability improvement. Old Kings Row T-Line UB Rebuild: Rebuild/convert existing distribution underbuild B17027$400,000 and services along existing 69kV T-line from Kings Row south and east to Old North Rd. Swisher & FM426 Tie Phase 3: Construct approximately 4,800' of main line circuit B17021$250,000 from COD landfill south to Swisher Rd. This will extend Pockrus feeder PK222 north to FM 426 and tie to Arco 221. Winston - I35E Tie: Construct approximately 4,600' of main line circuit from Winston B17024$450,000 east to I35E then south to circuit PR213. This project will creat another tie between Pockrus Sub and Teasley Sub. Ruddell St Feeder Upgrade: Upgrade approximately 2,400' of 3-ph OH line to 556 B18016$150,000 AAC along Ruddell St from US380 to Mingo Rd. US 377 Line Upgrade: R ebuild 6,000' of existing 3-ph OH line to double circuit along B18020$500,000 US 377 from FW Substation to Brush Creek Rd to create separate circuit for tie east on Brush Creek Rd to Teasley circuit. B18100$850,000 UNT Conversion: Convert approximately 3,000' of existing overhead line to underground. Long Road - Denton North T-Line UB: Construct approximately three (3) miles of B17030$500,000 double circuit distribution underbuild from Long Road to Denton North Substation. Hickory Substation Exit Feeders: Construct distribution exit feeders out of the new B17031$1,000,000 Hickory Substation at W Hickory St and Bonnie Brae St. Locust Substation Exit Feeders: Construct distribution exit feeders out of the new B17034$1,000,000 Locust substation. Pockrus - Mayhill T-Line UB: Construct approximately 2 miles of double circuit B17036$400,000 distribution underbuild from the Spencer Interchange to the Pockrus Substation. 8/9/2017 @ 3:41 PM1 of 2Copy of FY2018-2022 CIP Distribution 04-04-17.xlsx Exhibit 1 Feeder Extension and Improvements (019) #FY 2018 - PROJECTSCOST Cooper Creek - Arco T-Line UB: Construct approximately 2 miles of double circuit B17037$400,000 distribution underbuild from the Cooper Creek Substation to Arco Substation. Hickory - Locust T-Line UB Phase 1: Construct approximately three (3) miles of B18027$500,000 double circuit distribution underbuild on new 138 kV line from Hickory Substation to Locust Substation. Spencer - Locust T-Line UB: Construct approximately 1.6 miles of double circuit B18103$250,000 distribution underbuild from the Spencer Substation to Locust Substation. Jim Christal Substation Exit Feeders: Construct distribution exit feeders out of the B18101$750,000 new Jim Christal Substation at W Jim Christal Rd. Jim Christal Rd Relocation: Rebuild/relocate 2800' of OH distribution circuits along B18102$500,000 Jim Christal Rd from Western Blvd going east to accommodate road widening plans. IH-35E Relocations Phase 3: Relocate existing DME facilities to accommodate B17004$500,000 TxDOT project. Detail plans not yet available. Per TXDOT, this is a design-build project. Bonnie Brae Expansion Phase 3: Construct/rebuild approximately 8,800' of double B17009$1,200,000 circuit overhead lines along Bonnie Brae St from IH-35E south to Roselawn Dr to accommodate the City of Denton Bonnie Brae Rd expansion project. Total $15,000,000 8/9/2017 @ 3:41 PM2 of 2Copy of FY2018-2022 CIP Distribution 04-04-17.xlsx Exhibit 1 Feeder Extensions and Improvements #FY 2019 - PROJECTSCOST B19009$350,000 General Distribution System Improvements Due to Load Growth McKinney/Oakland Feeder Tie: U pgrade approximately 1,000' of 4/0 UG line to 500 B18008$150,000 CU along McKinney St from Bell Ave west to Oakland St. Long Rd Feeder Tie: Construct approximately 3,600' of double circuit overhead lines B18009$300,000 from the proposed Long Road Substation west to Locust St. Hickory Creek Rd to Brush Creek Rd Feeder Extension: Construct 1.76 miles of main line circuit along Hickory Creek Rd and Brush Creek Rd from Waterside Pl west to B18010$650,000 Argyle Ln. This will provide an additional system tie between the Fort Worth Substation and the Teasley Substation to improve system reliability in the southwest area of the City. The Hills of Denton: Construct distribution circuits to accommodate proposed B18011$500,000 development north of Loop 288 and west of FM2164. Rayzor Ranch South Phase 4: Construct new underground primary lines to support B18012$200,000 Rayzor Ranch development (multi-year project; construct as development occurs). Long Road Substation Feeder Ties: Construct distribution feeder ties from new Long B19100$500,000 Road Substation to tie to circuits from other substations. Owsley Park Addition Rebuild: Rebuild approximately 1.67 miles of overhead line on B18002$400,000 Prairie, Stella, Charlotte, Louise, Ave H, and Ave G. (due to age/condition of facilities) Hillside Addition System Improvements: Rebuild/upgrade approximately 4,400' of B18004$200,000 overhead lines on Fannin, Collins, Peak, Norman, Neff and Welch. Kings Row West Dbl Circuit Upgrade: Rebuild/upgrade approximately 3,200' of B18013$400,000 double circuit overhead lines along Kings Row from the existing substation west to FM 428 (Sherman Dr). Old Kings Row Area Rebuild Phase 2: Rebuild existing distribution facilities in the B18014$250,000 area SW of old Kings Row Sub due to condition and reliability improvement. Coronado Dr Feeder Upgrade: Upgrade approximately 1,800' of underground line B18015$225,000 along Coronado Dr from Locust St to Bell Ave. Bonnie Brae South Feeder Tie Construct approximately 5,000' of double-circuit B18017$700,000 overhead line along Bonnie Brae St from Vintage Blvd north to Roselawn Dr for feeder tie. FM1515 - I35W Rebuild: Construct approximately 2,500' of double-circuit overhead B18018$400,000 line along FM1515 and across I35W to Bonnie Brae St for feeder tie. I35W North Feeder Tie: Construct approximately 3,200' of 3-ph underground line along B18019$500,000 I35W SB Service Rd from Love's Travel Center to Loop288 for feeder tie. Mingo Rd Feeder Extension: Construct 2,700' of 3-ph line along Mingo Rd from B18021$250,000 Mockingbird Ln to east side of Loop 288. Blagg Rd Feeder Upgrade: Upgrade 3,500' of 3-ph line to double circuit along Blagg B18022$300,000 Rd from Arco Sub east to Lakeview Blvd. Downtown Area Switch Replacement: Replace two pad-mounted air insulated B18023$400,000 switches (SW#180 and SW #200) with sealed switches due to condensation/corrosion. B19003$850,000 UNT Conversion: Convert approximately 3,000' of existing overhead line to underground. Old Kings Row Feeder Rebuild Phase 3: Rebuild/convert existing distribution B18024$400,000 underbuild and services along existing 69kV T-line from Kings Row south and east to Old North Rd. Arco - Long Road T-Line UB: Construct approximately five (5) miles of double circuit B17029$800,000 distribution underbuild from Arco to Long Road Substation. Brinker Substation Exit Feeders: Construct distribution exit feeders out of new B18025$1,000,000 Brinker Substation and tie into existing Woodrow and Industrial Substation feeders. 8/9/2017 @ 3:42 PM1 of 219FY2018-2022 CIP Distribution 04-04-17.xlsx Exhibit 1 Feeder Extensions and Improvements #FY 2019 - PROJECTSCOST Hickory - Locust T-Line UB Phase 2: Construct approximately three (3) miles of B19018$250,000 double circuit distribution underbuild on new 138 kV line from Hickory to Locust Substation. RD Wells Substation Exit Feeders: Construct distribution exit feeders out of the new B18029$800,000 substation due to transformer addition. Eagle Substation Exit Feeders: Construct distribution exit feeders out of the new B18030$600,000 substation. Location to be determined. Underwood Substation Exit Feeders: Construct distribution exit feeders out of the B18031$950,000 new substation near intersection of Underwood Rd and FM2449. Long Road Substation Exit Feeders: Construct distribution exit feeders out of the B18032$600,000 new Long Road substation. Mayhill Substation Exit Feeders: Construct distribution exit feeders out of the new B18033$850,000 substation on Mayhill Rd to tie into existing feeders. Total $13,775,000 8/9/2017 @ 3:42 PM2 of 219FY2018-2022 CIP Distribution 04-04-17.xlsx Exhibit 1 Feeder Extension and Improvements (019) #FY 2020 - PROJECTSCOST B20003$500,000 General Distribution System Improvements Due to Load Growth Rayzor Ranch South Phase 5: Construct new underground primary lines to support $500,000 B19004 Rayzor Ranch development (multi-year project; construct as development occurs). Masch Branch Rd Feeders Extension: Construct 2.4 mi of double circuit overhead B19005$1,000,000 distribution feeders along Masch Branch Rd from proposed new Masch Branch Substation south and east to US380 to tie proposed substation to existing feeders. Cole Ranch Development Phase 1: Construct distribution circuits to accommodate B19006$500,000 new development in the southwest area of Denton. Loop 288 Feeder Extension from FM 428 to Mingo: Construct approximately 2.1 B19007$550,000 miles of overhead line outside Loop 288 from Sherman Dr south to Mingo. Peterbilt Expansion Phase 1: Relocate/reconfigure existing underground and overhead B19008$1,500,000 distribution lines from RD Wells Substation to accommodate proposed Peterbilt expansion project to north of existing site. Brush Creek Road Line Rebuild: Rebuild/Upgrade approximately 3,100' of overhead B20004$300,000 line and 1,400' of underground line along Brush Creek from US 377 to Argyle Ln. Existing underground is #2 AL and the overhead line is 4/0 AAC. Underwood Substation Feeder Ties: Construct distribution feeder ties from new B20102$800,000 Underwood Substation to tie to circuits from other substations. Georgetown Dr Rebuild: Rebuild approximately 3,300' of overhead line along B19001$250,000 Georgetown Dr from Amherst Dr to Windsor Dr (aging facilities, over 40 years old). Rebuild Double Circuit along KCS RR from Jim Christal Rd to US 380: B19002$300,000 Rebuild approximately 4,000' of double circuit overhead lines west of IH-35 along the RR, from Jim Christal Rd to US 380 (aging infrastructure is 47 years old). Old Kings Row Area Rebuild Phase 3: Rebuild existing distribution facilities in the B19010$250,000 area SW of old Kings Row Sub due to condition and reliability improvement. IH-35E and Teasley Ln Feeder Tie: Reconfigure feeders on the south side of the B19011$150,000 intersection of IH-35E and Teasley Ln. Meadow St & I35E Feeder Tie: Install approximately 2,150' of OH and 1,500' of UG 3- B19012$300,000 ph to create feeder tie between circuits WR221 and LC222. US380/Lakeview Feeder Tie: Construct 3,300' of OH 3-ph line along US380 from B19013$600,000 Geesling Rd east to Lakeview Blvd and 3,100' of UG 3-ph along Lakeview Blvd from US380 south to Blagg Rd to create circuit tie. Old North Rd to Mingo Rd Feeder Extension: Construct approximately 2,000' of B19014$150,000 overhead line along US 380 and Mingo from Old North Rd east to the CC-KR 138kV transmission line underbuild. Blagg Rd - McKinney St Feeder Tie: Construct approximately 9,000' of 3-phase B19015$450,000 overhead line from Blagg Rd to McKinney St. This will tie Pockrus feeder PK222 north to Arco. North Bell Avenue Feeder Tie:Install approximately 800' of underground line along B19016$100,000 Bell Ave from Coronado Dr to Chisolm Trl. Sherman Dr Feeder Upgrade: Rebuild approximately 6,700' of existing 3-ph OH line B19017$600,000 to double circuit along Sherman Dr from Kings Row south to Bell Ave. B20100$850,000 UNT Conversion: Convert approximately 3,000' of existing overhead line to underground. 8/9/2017 @ 3:42 PM1 of 219FY2018-2022 CIP Distribution 04-04-17.xlsx Exhibit 1 Feeder Extension and Improvements (019) #FY 2020 - PROJECTSCOST Street Light Conversion Phase 1: Convert approximately 2500 existing HPS street B20101$250,000 lights to LED. Distribution Automation: Install automated distribution equipment at select locations to B20102$250,000 develop smart distribution grid. Underwood - Denton West T-Line UB: Construct approximately 1.75 miles of B19019$500,000 double circuit distribution underbuild along FM 2449 from Underwood Rd west to Denton West Sw Sta. Masch Branch Substation Exit Feeders: Construct distribution exit feeders to B19020$1,000,000 facilitate proposed substation. Total $11,650,000 8/9/2017 @ 3:42 PM2 of 219FY2018-2022 CIP Distribution 04-04-17.xlsx Exhibit 1 Feeder Extension and Improvements (019) #FY 2021 - PROJECTSCOST B21001$750,000 General Distribution System Improvements Due to Load Growth Masch Branch East Feeder Extension: Construct 1.8 mi of double circuit overhead B20005$750,000 distribution feeders from proposed new Masch Branch Substation east to I35 to serve new load and tie to existing feeders. United Copper Alternate Circuit: Construct approximately 3,600' of overhead line B20006$300,000 and 1,100' of underground line from intersection of Mingo and Cooper Creek Rd, east to United Copper. Cole Ranch Development Phase 2: Construct distribution circuits to accommodate B20007$500,000 new development in the southwest area of Denton. Rebuild Double Circuit along Hercules: Rebuild approximately 1.12 miles of B20001$400,000 distribution underbuild on the existing 69kV transmission line along Hercules from FM 428 (Sherman Dr) west to Locust St. Kings Row to Mingo Rd Feeder Tie: Construct approximately 4,800' of overhead line B20008$300,000 along east side of Loop288 from Kings Row south to Mingo Rd to create circuit tie between Kings Row Sub and Arco Sub. Reconstruct/Reconfigure Locust 211 Feeder: R eroute transmission underbuild B20009$150,000 portion of circuit LC221 along Collins St and Bernard St by upgrading overhead line along Cleveland St. Build a main line circuit along south side of Eagle Dr. Street Light Conversion Phase 2: Convert approximately 2500 existing HPS street B21100$250,000 lights to LED. Distribution Automation: Install automated distribution equipment at select locations to B21101$350,000 develop smart distribution grid. Brinker Substation Exit Feeders: Construct distribution exit feeders out of new B20010$1,000,000 Brinker Substation and tie into existing Woodrow and Industrial Substation feeders. Brinker - Arco T-Line UB: Construct approximately four (4) miles of double circuit $800,000 B20012 distribution underbuild from the North Spencer Substation to Arco Substation. Mayhill - Arco T-Line UB: Construct approximately four (4) miles of double circuit B20013$800,000 distribution underbuild from Pockrus to Arco Substation. McKinney St Rebuild: Rebuild/relocate existing facilities on McKinney St, from B20002$500,000 Woodrow St to Ryan High School (2.5 miles), to accommodate road widening. Total $6,850,000 8/9/2017 @ 3:43 PM1 of 119FY2018-2022 CIP Distribution 04-04-17.xlsx Exhibit 1 #FY 2022 - PROJECTSCOST B22001$1,000,000 General Distribution System Improvements Due to Load Growth Downtown Feeder Upgrade Phase 1: Upgrade approximately 1,000' of 3-ph B21002$500,000 underground line in the downtown area to new 750MCM cable and 6" conduit due to load growth and age of cable. Allred Rd Feeder Tie: Construct approximately 7,400' of 3-ph overhead line along Allred B21003$450,000 Rd from Bonnie Brae St west to I35W to create circuit tie. I35W South Feeder Extension: Construct approximately 7,500' of 3-ph overhead line B21004$500,000 along west side of I35W from end of existing circuit south to Robson Ranch Rd to serve future load growth. Bonnie Brae North Feeder Extension: Construct approximately 9,400' of new line B21005$550,000 along Bonnie Brae St from Loop 288 north to Ganzer Rd. This project will serve future load growth. Ganzer-Long Rd Feeder Tie: Construct approximately 2.5 mi of new 3-ph line Ganzer B21006$800,000 Rd/Bonnie Brae east to Locust St and south to Long Rd and tie into future Long Rd Substation feeder. This project will be to serve future load growth in this area. Hartlee Field Rd Feeder Ties: Construct feeders ties from new Hartlee Field Road B22003$500,000 feeder exits to tie to other substation feeders. Distribution Automation: Install automated distribution equipment at select locations to $500,000 B22005 develop smart distribution grid. Street Light Conversion Phase 3: Convert approximately 2500 existing HPS street $250,000 B22002 lights to LED. Hartlee Field Rd Substation Exit Feeders: Construct distribution exit feeders out of B22004$800,000 the new Hartlee Field Road substation. North Lakes Substation Exit Feeders Phase 2: Construct 2 additional distribution B21007$500,000 exit feeders out of North Lakes substation to serve load growth in area. Total $6,350,000 8/9/20173:43 PM1 of 119FY2018-2022 CIP Distribution 04-04-17.xlsx Exhibit 4 C ЋЉЊЎΏЊЏ 9ǣƦĻƓƭĻƭ ĻŷźĭƌĻ CǒƓķ9ƨǒźƦƒĻƓƷ /ƌğƭƭĭƚǒƓƷağźƓƷĻƓğƓĭĻCǒĻƌ ELECTRICGENERATOR2$632 - HEAVY DUTY48$366,526$95,794 LARGE OFF ROAD EQUIPMENT13$43,208$551 LIGHT DUTY73$97,292$64,937 SMALL OFF ROAD EQUIPMENT5$2,091$0 TRAILER26$69,869$459 Subtotal167$579,618$161,742 GENERAL FUNDGENERATOR3$279$19 HEAVY DUTY41$306,303$71,381 LARGE OFF ROAD EQUIPMENT13$72,770$4,110 LIGHT DUTY307$917,326$347,365 SMALL OFF ROAD EQUIPMENT35$59,968$366 TRAILER14$11,611$232 Subtotal413$1,368,258$423,473 INTERNAL SERVICEHEAVY DUTY4$14,947$2,823 LARGE OFF ROAD EQUIPMENT1$2,260 - LIGHT DUTY25$24,145$15,563 SMALL OFF ROAD EQUIPMENT5$12,769$545 Subtotal35$54,121$18,932 SOLID WASTEGENERATOR1$1,495$2,758 HEAVY DUTY91$1,718,345$280,060 LARGE OFF ROAD EQUIPMENT24$668,172$154,375 LIGHT DUTY30$61,088$15,652 SMALL OFF ROAD EQUIPMENT20$84,518$15,106 TRAILER2$587 - Subtotal168$2,534,205$467,951 STREETSHEAVY DUTY19$1,056$1,087 LARGE OFF ROAD EQUIPMENT21$256,932$112,892 LIGHT DUTY8$266,557$33,768 SMALL OFF ROAD EQUIPMENT12$38,017$24,303 TRAILER6$37,208$120 Subtotal66$599,770$172,171 WASTE WATERGENERATOR2$23,573$1,088 HEAVY DUTY40$1,935 - LARGE OFF ROAD EQUIPMENT33$109,729$31,931 LIGHT DUTY32$51,356$5,621 SMALL OFF ROAD EQUIPMENT16$26,462$28,294 TRAILER12$21,172$88 Subtotal135$234,226$67,022 WATERGENERATOR2$17,592$91 HEAVY DUTY23$66,417$22,700 LARGE OFF ROAD EQUIPMENT12$158,899$4,838 LIGHT DUTY27$24,299$5,675 SMALL OFF ROAD EQUIPMENT13$8,985$235 TRAILER6$9,101$55 Subtotal83$285,293$33,594 DƩğƓķ ƚƷğƌЊЉЏАυЎͲЏЎЎͲЍВЊυЊͲЌЍЍͲББЎ Exhibit 5 Council Response: Keep Denton Beautiful Budget Information Keep Denton Beautiful (KDB) operates under a unique public-nonprofit partnership agreement between KDB, Inc. (a 501(c)(3) nonprofit) and the City of Denton. The contractual service agreement between KDB and the City was established in 2000, and provides for both in-kind and direct expenditures of funds to support KDB and its programs. To this end, KDB maintains a City division with a basic operating budget under the Solid Waste & Recycling Department, as well as a nonprofit arm with a separate program budget. revenue from grants, sponsorships, individual contributions, and an annual membership program. The While the nonprofit budget has reflected a net loss over the last two fiscal years, a separate bank account held by KDB, Inc. has been sufficient to cover these losses. and City Sponsorships includes the following City of Denton sources of support: City of Denton annual $10,000 service payment to KDB (per KDB-City contract) $11,500 annual sponsorship from DME $9,500 annual sponsorship from Watershed Protection Additionally, KDB, Inc. manages special project funds for the Council-approved 3-year Denton Tree Initiative Campaign (fiscal years 2016, 2017, and 2018). Funds are disbursed to KDB annually from the -year budget with current expenditures can be found in the attached Denton Tree Initiative Budget Summary. -related costs such as personal services, office supplies, technology, and building expenses. The KDB City budget is supported entirely through the Solid Waste fund. For 2016-17 this budget totaled $382,824, of which 71% was dedicated to personal services costs for three full time staff positions and one part-time, seasonal intern position. Monthly lease payments for the KDB office space comprised an additional 12% of the budget for 2016-17. The remaining 17% included supply costs and internal operations transfers. Staff positions include a Program Manager (1.0 FTE) who oversees all staff, resource allocation, and strategy for both the nonprofit and City arms of KDB to ensure the effectiveness and success of the -time positions a Program & Volunteer Coordinator (1.0 FTE), and Event & Outreach Coordinator (1.0 FTE) are responsible for direct engagement/outreach. The KDB Program Intern position (0.5 FTE) supports KDB staff during the disproportionately busy fall and spring program seasons; in turn, the internship opportunity provides students and young professionals with direct experience in the nonprofit and government sectors. Attachments: City of Denton Budget Summary for Keep Denton Beautiful Nonprofit Budget Summary for Keep Denton Beautiful* Denton Tree Initiative Budget Summary *Note that 2016 nonprofit actuals reflect short year totalsin Sept. 2016 from a calendar year to Oct. 1 fiscal year start. Exhibit 6 Sec. 26-3. - Service deposits and alternatives. Employees of the utilities customer service department will determine the appropriate service deposit requirement based on the customer's credit rating with the city utility system or by a reliable external credit source available to the city. (a) Residential customers. If a customer receiving residential service is required to make a deposit, the deposit may be as much as an amount equal to one-sixth ( 1/6 ) of the last twelve (12) months billing at the service location or a similar location as determined by the utility representative. (b) Residential exemption from deposit. No service deposit will be required of an applicant for residential utility service if the applicant can provide and qualify for one (1) of the following: (1) The applicant has an acceptable credit rating for twelve (12) consecutive months within the last two (2) years with the city utility system. (2) The customer receives an acceptable credit rating from a credit source available to the city. The customer must pay the cost of obtaining the credit rating. This cost will be set annually within the utility rate ordinance, but will not exceed one hundred dollars ($100.00). (3) Customers with little credit history or a fair credit rating may be allowed to provide one of the following alternatives in lieu of deposit: a. A signed letter of good standing for utility services from a former utility company for verification within twenty (20) days of applying for service; or b. The applicant provides a cosigner who accepts responsibility and is verified to have an acceptable credit rating with the city utility system, and who is willing to be listed on the applicant's account to guarantee payment of the applicant's utility bills. This guarantee will be in effect until the applicant develops an acceptable credit rating and the cosigner requests removal from the account. For purposes of this chapter, "acceptable credit rating" shall mean a credit rating which is based upon a commonly used formula or a formula approved by the city council. (c) Commercial customers. In the case of commercial or industrial service, if the applicant for service is required to make a deposit, the amount of the deposit shall be an amount up to one-sixth of the last twelve (12) months of billing at the location where service is requested. If no previous history is available for the location, a representative facility similar to the type where service is requested will be used to establish the amount of the deposit. (d) Commercial exemption from deposit. An applicant for utility service for a commercial or industrial entity or business may not be required to make a deposit if the applicant: (1) Provides the city an acceptable commercial/industrial credit rating for the last twenty-four (24) months the customer received service from the city utility system; or (2) The customer receives an acceptable credit rating from a credit source available to the city. The customer must pay the cost of obtaining the credit rating. This cost will be set annually within the utility rate ordinance, but will not exceed one hundred dollars ($100.00). (3) If the credit of a commercial/industrial customer for service has not been established satisfactorily to the city, the applicant may provide an irrevocable letter of credit in lieu of a deposit within twenty (20) days of signing for service. The irrevocable letter of credit must be executed by a Texas bank and must be approved by the city manager and city attorney. The customer must maintain the irrevocable letter of credit in effect at all times. If the customer allows the irrevocable letter of credit to expire, the customer shall pay a deposit in the amount provided as listed above, or the city may terminate utility service. Page 1 Exhibit 6 (Code 1966, § 25-4; Ord. No. 94-132, § I, 7-19-94; Ord. No. 2001-200, § 1, 5-15-01; Ord. No. 2002-316, § 1, 9-17-02; Ord. No. 2009-222, § 1, 9-22-09; Ord. No. 2010-292, § 2(Exh. A), 11- 16-10) Sec. 26-4. - Additional deposit required. (a) Additional deposits. The city may require a customer to make an additional deposit in the event that a deposit made as specified in subsection (a), (b), (c), or (d) is subsequently determined to no longer be sufficient. The city may disconnect service if the customer does not remit the additional deposit within fourteen (14) days of the city's request, provided a written disconnect notice has been issued. Such disconnect notice may be issued concurrently with the written request for the additional deposit. A customer may be required to pay a deposit or put down an additional deposit amount if: (1) The customer has been terminated from the receipt of utility service due to nonpayment of a utility bill; or (2) The city has determined there is evidence of a customer tampering with the city's meter; or (3) The customer has an unacceptable credit rating and the city does not have in its files a current cosigner who meets the requirements of section 26-3(a) or (b); or (4) The customer has been required to pay or is paying off a utility account balance previously deemed uncollectible or is past due; or (5) The customer's irrevocable letter of credit filed with the city in lieu of a deposit has expired. (b) Interest. The city shall pay interest on deposits at an annual rate established by city council. If a refund of the deposit is made within thirty (30) days of receipt of the deposit, no interest will be paid. If the deposit is retained more than thirty (30) days, payment of interest shall be retroactive to the date the entire amount of deposit has been made. The deposit shall cease to draw interest on the date it is returned or credited to the customer's account. Payment of the interest to the customer shall be made at the time the deposit is returned or credited to the customer's account. If the customer's account is active, the deposit will automatically be applied to the customer's account to offset current billing. (c) Credit checks. After making application for service, the customer service department may at any time pursue a credit reference check. If the credit check shows the customer does not have an acceptable credit rating, the customer will be required to place a deposit on the account. Failure to do so will result in the discontinuance of service with no less than two (2) days of notification given verbally or in writing, to the prospective customer by the customer service department. (Ord. No. 94-132, § I, 7-19-94; Ord. No. 2001-200, § 1, 5-15-01; Ord. No. 2002-316, § 1, 9-17- 02; Ord. No. 2010-292, § 2(Exh. A), 11-16-10) Sec. 26-5. - Refunds of deposits. The city shall refund deposits to applicants and customers if one of the following events occurs: (1) The customer's service has been disconnected. The city shall refund the deposit plus accrued interest less any outstanding balances. A transfer of service from one service location to another shall not be deemed a disconnection and the city shall not require an additional deposit unless authorized by section 26-3 or section 26-4 hereof. (2) When the customer has paid bills and avoided delinquent status for service for twelve (12) consecutive residential billings without having service disconnected for nonpayment of bills, or meter tampering, and provided the customer is not delinquent in the payment of the current bill. The city shall then, in that event, refund the deposit (plus accrued interest) to the customer in the form of a credit to the customer's account. Page 2 Exhibit 6 (Ord. No. 94-132, § I, 7-19-94; Ord. No. 2001-200, § 1, 5-15-01; Ord. No. 2002-316, § 1, 9-17- 02; Ord. No. 2010-292, § 2(Exh. A), 11-16-10) Sec. 26-6. - Other fees. (a) Installation charge. A first service connection charge in an amount established by the city council and on file in the office of the city secretary will be charged to customers requesting electric service, where no permanent service previously existed and where a new account number is established. (b) Connection charge. A connection charge in an amount established by the city council and on file in the office of the city secretary will be charged to customers requesting water and/or electric service. (c) Delinquent service charge, reconnect charge, and deposit. If water and/or electric utility service is processed for nonpayment, then the customer will be required to pay a delinquent service charge or reconnect charge in an amount established by the city council and on file in the office of the city secretary and establish and maintain a deposit sum up to one-sixth ( 1/6 ) of the last twelve (12) months' billings on billing at the location where service is requested. If a twelve (12) month history is not available, an estimated usage will be used to determine the deposit amount. (d) Unauthorized usage penalty. If a customer fails to request a water and/or electric connection within twenty-four (24) hours of occupancy in a new service location, then the customer will be required to pay an unauthorized usage penalty in an amount established by the city council and on file in the office of the city secretary. (e) Meter reading charge. If a customer requests a reading of a city meter due to a contested billing more than two (2) times in the previous twelve (12) months and if no error is found, the customer will be charged a meter reading charge. The meter reading charge will be in an amount established by the city council and on file in the office of the city secretary. (f) Meter testing charge. If a utility customer requests the testing of a city meter that was previously tested within the past four (4) years and the meter is found to be within accuracy standards, the customer will be charged a meter testing charge. The meter is defined as within accuracy standards when found to be plus or minus two (2) percent or less. This meter testing charge will be established by the city council and on file in the office of the city secretary. (g) Meter tampering and/or damage charge. A meter tampering charge will be required of any person that tampers with, damages, or illegally connects to any city electric, or water, or wastewater system. The meter tampering charge will be established by the city council and on file in the office of the city secretary. (h) Meter inaccessibility charge. A meter inaccessibility charge will be required of any customer that prevents the regular and routine reading or repair, maintenance or replacement of any city electric or water meter. The meter inaccessibility charge will be established by the city council and on file in the office of the city secretary. (i) Returned payment charge. If a customer has a check, money order, or bank draft that has been dishonored by the maker's bank and returned to the city as unpaid, the customer will be required to pay a returned payment charge in an amount established by the city council and on file in the office of the city secretary. (j) Late payment charge due on delinquent balances. A late payment charge in the amount of $20.00 will be assessed on past due balances on the fifth business day following the due date. (k) Interest charge on past due account balances. Interest shall be assessed on any past due account balance (excluding late payment charges) that remains unpaid prior to the current month's billing calculation. Interest shall be assessed based on the customer's monthly billing schedule and the due date of the customer's past due bill. The interest charge shall be due and payable on the due date of the current month's billing. The interest charge will be established by the city council and on file in the office of the city secretary. Page 3 Exhibit 6 (1) Application fee. An application fee may be charged if the customer cannot provide a satisfactory credit rating through previous service history with Denton Municipal Utilities. The application fee will be established by the city council and will be on file in the office of the city secretary. (Ord. No. 94-132, § I, 7-19-94; Ord. No. 2001-200, § 1, 5-15-01; Ord. No. 2002-316, § 1, 9-17- 02; Ord. No. 2010-292, § 2(Exh. A), 11-16-10) Page 4 Exhibit 7 Current Coverage from Early Warning Sirens. Propose coverage adding additional sirens in phases. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1013,Version:1 AGENDA CAPTION Receive a report, hold a discussion and give staff direction regarding the proposed renovation and adaptive use of City Hall West located at 221 North Elm. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© Agenda Information Sheet DEPARTMENT: Transportation ACM: Mario Canizares Date: August 15, 2017 SUBJECT ..Title Receive a report, hold a discussion and give staff direction regarding the proposed renovation and adaptive use of City Hall West Located at 221 North Elm. ..Body BACKGROUND The City of Denton constructed City Hall West (CHW) located at 221 North Elm Street in 1927. This Spanish Renaissance style building served as City Hall from 1927 to 1967 housing primary City administrative offices and serving as the Central Fire Station during that time frame. The facility served the community in various roles over the past 90 years including Central Fire Station s to 1980, Police Station 1983 to1994 and most recently housed the Development Services Department from 1995 to 2016. The facility was vacated in November 2016, when Development Services relocated to 215 West Hickory Street. Future use or out-year use of CHW has been under consideration for the past five years. In the absence of a long-term plan for the facility, certain maintenance activities to include replacement of the elevators, flooring, and the HVAC system have been deferred. In addition to these items, the existing windows are rapidly deteriorating and are in need of replacement in the near-term. Because CHW is a Recorded Texas Historic Landmark (RTHL) significant repair or replacement of the windows could alter the façade of the building therefore, consideration should be given to restoring the windows to match the original construction and maintain the historical integrity of the building. Several inquiries have been made in the past 12 months by various non-profit organizations to lease this facility. Prior to negotiating or entering into a lease agreement with another agency, staff has been asked to identify the maintenance needs and consider how the facility may be utilized. Based on varied requests or suggested uses of the facility; such as office/administrative, event center, educational, museum and artisan work space or art gallery, staff was directed to engage an historic preservation consultant to conduct a condition analysis of the facility and consider different rehabilitation concepts. In late June 2017, staff engaged Architexas with offices in Dallas and Austin to review qualifications, experience and interest related to the proposed renovation of City Hall West. Architexas is a premier historic preservation firm in the State of Texas with over 39 years of experience, specializing in historic preservation, rehabilitation and adaptive reuses of historic structures. Architexas worked on the renovation of the 1896 Denton County Courthouse in 2001- 04 and provided full architectural services for the exterior restoration and adaptive use of the 1927 Collin County Courthouse in McKinney. On July 21, the City of Denton entered into a professional services agreement in the amount not to exceed $27,500 to provide a conditions analysis and develop planning level cost estimates for three renovation concepts: 1. Complete restoration of the exterior and interior to the original design as close as possible that will meet all codes and accessibility requirements (high option). 2. Restoration of exterior to original conditions and develop an adaptive use strategy for the interior to accommodate complimentary new uses while meeting all codes and accessibility requirements (middle option). 3. Restoration of exterior to original conditions and renovation of interior to meet code for use in current or near current floor plan/use (low option) Architexas submitted a preliminary report (Exhibit 2) dated August 8, 2017. This report provides general conditions of the facility and recommended maintenance or restorative actions. As requested, Architexas provided preliminary planning level estimates on the aforementioned options; high, medium and low. Exhibit 2 details proposed action items and outlines the following costs estimates for activities associated with each option: OPTIONS ESTIMATED COST 1. Interior and exterior rehabilitation to 1927 $5,352,430 2. Exterior renovation + Interior Adaptive Use $5,698,956 3. Exterior renovation + update interior based on current use $3,775,176 Staff anticipated the middle option (Option 2) would be less costly than the high option (Option 1) understanding the intention of renovation would be to restore the building as closely to original 1927 conditions as possible. However, the additional work associated to create adaptive space outlined in Option 2, resulted in a higher cost than Option 1. Although three options or concepts have been identified as part of the scope of Architexas, the intent of this agenda item is to outline options and review other considerations for the short and long-term use of CHW. Staff will facilitate the discussion of this item using the PowerPoint presentation (Exhibit 3). Craig Melde, Senior Principal with Architexas, will also participate in presenting this item, along with Roman McAllen, Historic Preservation Officer and various staff members. ESTIMATED SCHEDULE OF PROJECT No schedule for design work has been prepared at this time. A schedule could be developed based on direction of a specific concept or action plan. PRIOR ACTION/REVIEW (Council, Boards, Commissions) September 7, 1982 - City Council approved Historic Landmark Designation of 221 North Elm, CHW (Ord 82-69). November 11, 2013 - Historic Landmark Commission voted unanimously (8-0) to recommend approval of a petition by the Denton County Historical Committee to the Texas Historic Commission for a Recorded Texas Historic Landmark designation of CHW. December 1, 2013 - Planning and Zoning Commission voted to recommend CHW for an RTHL designation. April 8, 2014 Council considered sale of CHW and the application to designate CHW as a RTHL. September 9, 2014, Council approved resolution R2014-033 to submit a petition from the Denton County Historical Commission requesting the CHW be designated as a RTHL. June 16, 2015 - Denton City Council considered future use of the facility and relocation of Development Services out of CHW. July 28, 2017 - Informal Staff Report. FISCAL INFORMATION Architexas was contracted on July 21, 2017, in an amount not to exceed $27,500 to conduct a facility analysis and provide a planning level cost estimates for multiple renovation concepts. The state tax credit program provides a 25-percent historic franchise or insurance tax credit based on qualified rehabilitation costs. Funding for substantial renovation has not been identified. Funding to facilitate window replacement estimated at $250,000 is available as part of the Facilities Managementannual Capital Improvement Program. 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: 1.1 Manage financial resources in a responsible manner EXHIBITS 2. Old City Hall Rehabilitation Assessment Report dated August 10, 2017 3. CHW PowerPoint Presentation Respectfully submitted: Mark Nelson Transportation Director Dallas I. Historical Overview and Project Purpose ................................... 3 1907 Marilla St. Second Floor Dallas, Texas 75201 II. Building Conditions .................................................................................................................5 p 214.748.4561 Architectural Mechanical, Electrical and Plumbing Austin Life Safety/Building Code 2900 S. Congress Ave. Accessibility Suite 200 Austin, Texas 78704 III. Building Rehabilitation Options ................................................................15 p 512.444.4220 IV. Historic Preservation Incentives .............................................................. 19 V. Appendix ............................................................................................................................................ 20 Dallas | Austin www.architexas.com2 Historical Overview and Project Purpose The City of Denton experienced rapid growth in the rst two decades of the 20th-century. In 1927, the city accepted plans for a new city hall to replace the previous building, constructed in 1894. Designed by the Fort Worth rm of Van Slyke and Woodruff, the building is in the Spanish Renaissance style and is two stories with a basement. The building faces east and is in a T-plan. Historically the east block of the building housed the administrative of ces of the city while the rear el contained the municipal auditorium on the upper oors with the rehouse below. The east section is arranged as a piano nobile, with the rst oor raised slightly above a half basement. The rear el is more-conventionally arranged, with the rst oor at grade and lacking a basement. The auditorium is 1 ½ stories in volume. This arrangement creates a variety of disparate oor levels inside. The primary exterior materials are scratch-faced buff brick with limestone trim and embellishments. Hipped roofs are the primary form, but the building features two east-facing gables adding weight and in- terest to the primary façade. Roofs are of red clay tile with accent colors. At the center of the east façade, the entry bay is topped by a belfry which historically housed the re-bell. Fenestration on the building is regular and was originally 9/9, wood double-hung sash in the east section, with larger 15/15 windows in the rear el. Large, multi-light bay doors once served the re department at the rear el. Historic postcard image of the Old Denton City Hall. Dallas | Austin www.architexas.com3 A view inside the balcony area of the auditorium prior to major renovations. Inside, the building has concrete oors of reddish-brown with black perimeter bands and base. Walls and ceilings are sand- nished hard cement plaster. The formal entry retains two original decorative pendant lights with stenciled globes providing insight as to the original lighting scheme. The main staircase that once led from this entry to the auditorium has been removed, but the dramatic arched rotunda ceiling above remains intact, though concealed. The once-spacious auditorium has an arched, beamed-ceiling with scrolled brackets at the terminal ends of the beams. The balcony and stage areas are partially intact but obscured by original materials. The old Denton City Hall has undergone several major renovations in an effort to keep it in a state of utility for the city. The most extensive of these and the most destructive to the original design was that conduct- ed in the 1980s to provide space for the Denton Police Department. The project resulted in the removal of most of the balcony and stage areas of the auditorium, the subdivision of the original re department, the removal of the primary grand stair, the general reorganization of spaces, and the construction of additions on both the north and south elevations. The additions house elevators to serve the various oors of the building, with the south addition also housing additional of ce space. Additional but less destructive mod- i cations were made in 1995 and 2001. Currently vacant, the old Denton City Hall remains in good condition overall, although most of the original nishes are hidden behind modern construction. The building is a Recorded Texas Historic Landmark (RTHL, 2015). As such, any work performed on the exterior is subject to review and permitting through the Texas Historical Commission (THC). The purpose of this report is to provide general information re- garding the condition of the building and its suitability for rehabilitation. Its status as an RTHL makes the building eligible for the State Historic Preservation Tax Credit Program. This program provides assistance to building owners in the rehabilitation of historic structures in the form of franchise tax or insurance tax credits. Non-pro ts and other owners not subject to these taxes may sell the credits to those who do. The credits can be applied to most hard and soft costs with the exception of site work and FF&E. These credits can be used to recapture up to 25% of quali ed expenditures. Dallas | Austin www.architexas.com4 Building Conditions Architectural Exterior Brick- The primary exterior material is scratch-faced buff brick. The brick was found to be in good condition with some general biological staining. Brick used at the north and south additions and as in ll where doors and windows have been in lled is a close match, but slightly lighter than the original. It is recommended that the brick be cleaned with a restoration cleaner designed for that purpose. The use of abrasive or high-pressure water blasting should be avoided. Limestone Cream-colored limestone is used for trim and decorative elements. Southeast oblique (Architexas, 2017) Dallas | Austin www.architexas.com5 Typical masonry conditions at north elevation. Masonry needs cleaning. Brick in ll at bay door location is evident. (Architexas 2017) The limestone was found to be in good condition with minor biological staining. Limestone installed as part of past modi cations closely matches the original. It is recommended that the stone be carefully cleaned with a limestone restoration cleaner designed for that purpose. The use of abrasive or high-pressure water blasting should be avoided. Mortar The building has light-colored mortar. The mortar was not tested as part of this evaluation. Mortar on the building was found to be in good condition. Upon cleaning, the mortar should be spot checked for areas of loss or erosion. In these areas, repoint mortar joints as necessary with a mortar matching the original in composition, color, tooling and texture. Roof The building has a blended red clay, barrel-tile roof with blue accents. The roof was found to be in good condition. According to city staff, the roof was repaired relatively recently with new underlayment and the original roof tiles reinstalled. Tile used at additions in a good match and largely indistinguishable from the original. The roof should be thoroughly inspected as part of any rehabilitation project and on a semi-annual basis. Doors Historically the building featured a variety of door types of wood or steel with multi-light glazing. Only the ¾ single-light glazed doors at the primary entry remain. The remainder of the doors is contempo- rary aluminum storefront. Doors are in good condition. It is recommended that the original doors at the east entry and the associated frame and transom be restored. At all other entries, new doors that are compatible with the historic design are recommended. Bay-doors The re-truck bays were originally wood paneled, articulated overhead doors. The upper three rows of panels were glazed with six lights per row. The doors featured a limestone header detail. The bay doors have been removed and the opening in lled with brick. Dallas | Austin www.architexas.com6 Left: Typical exterior door at the northwest facade. Right: Typical replacement windows at the auditorium level. (Architexas 2017) The preferred approach would be the re-opening of the bay-door locations and the installation of com- patible in ll resembling the original door units. The openings may also be used for compatibly-designed entry/storefront locations. Windows The windows were originally wood-double-hung windows with multi-light sashes. The win- dows on the east block of the building were originally 9/9, while at the rear el they were typically 15/15. Arched windows at the auditorium also included multi-light transoms. All of the windows have been replaced with 1/1 wood units with insulated glass or in lled entirely. The windows are of inferior quality and are in fair to poor condition. Most of the windows on the rear el have been removed and the openings in lled. It is recommended that the windows be replaced with new units that match the original in pro le, sight lines, and number of lights. Metal-clad windows may be appropriate if the appearance can be made to closely-match the original. Where additions are retained, their windows should be of compatible design but vary slightly from the original building. Additions The building has additions on the north and south. The smaller north addition houses an elevator. The larger south addition also houses of ces. The entrances to the additions feature enframed decorative plaster accents with arched tops, mimicking the original architecture. Wall brick, limestone and clay-tile roo ng closely matches the original construction. The additions are in fair condition but the plaster ornamentation is failing. These plaster elements are also not architecturally-compatible. Inside, the walls of the additions are generally CMU block. Further study of the additions is recommended to determine if their retention is necessary to accom- modate elevators and other upgrades. If retained, they should be improved to be more compatible with the original building. If removed, windows and other openings that were in lled in the 1980s should be Dallas | Austin www.architexas.com7 reopened and new doors and windows installed that match the original design. Site and Landscaping The paving and landscaping around the building appear to be contemporary overall but are of a compatible design and well maintained. Site conditions were found to be good overall. The north side of the building lacks a sidewalk. Site upgrades will be necessary when rehabilitation occurs to ensure the design is cohesive and proper- ly serves the building and meets accessibility codes. However, these modi cations should be relatively limited. View of the south facade showing the original building at right and the addition at left. If the addition is retained, the architectural details should be improved. (Architexas 2017) View of typical site conditions on the east side of the building. Site conditions are generally good. (Architexas 2017) Dallas | Austin www.architexas.com8 Interior Walls Original walls are 2 to 2.5-inches thick and are of hard plaster, presumably over metal studs and lath. In almost all cases, original walls have been furred out with conventional framing and drywall to allow for the integration of infrastructure. New partition walls are of conventional framing with drywall. Original walls could not be fully assessed due to overlying materials. It appears that the majority of original walls remain in place, though covered. Some damage to the walls can be expected It is recommended that all existing contemporary walls be removed for examination of the underlying original walls for restoration. Where walls must be furred for the integration of infrastructure, it should occur on the of ce side of the wall, leaving the original corridor side of the wall exposed. In subdivided areas such as the re station, removal of the existing non-historic walls will allow for reprogramming and compatible nish-out of these spaces. Rehabilitated walls should have the original sand nish and paint color restored. New walls should have a compatible new nish to differentiate them from original walls. Floors Floors in the main building were of tinted concrete with a main body color of reddish-brown and border and base of black. The original ooring material of the auditorium is not known but may have been of wood or concrete. Flooring in the re station is presumed to have been concrete. All oors are covered with contemporary materials of VCT or carpet. Floors appear to be in fair condition though a full assessment was dif cult. Future rehabilitation work should include the removal of contemporary oor coverings and the restoration of the original oor materials. In secondary spaces, the use of carpet or other ooring materials is appro- priate. The use of area rugs in of ces is encouraged. Ceilings Original ceilings are of hard, sand- nished plaster on lath but of ce ceilings at the second oor have been removed entirely. The arched auditorium ceiling remains intact. Most of the building now has suspended acoustical tile ceilings obscuring the conditions above. In the re station section of the build- Left: Typical original interior wall with steel studs, plaster and lath. Right: The original concrete oor colors are visible under a layer of mastic: black at the center of the photo and reddish-brown at the bottom. (Architexas 2017) Dallas | Austin www.architexas.com9 View of the primary lobby at the main entrance. (Architexas 2017) ing the concrete painted concrete structure that was the original ceiling is now covered with suspended acoustical ceilings. Ceilings that remain are in fair to poor condition with damage from the installation of utilities and sus- pended ceilings. Of ce ceilings on the second oor have been removed entirely. Remove all contemporary ceilings to expose underlying conditions. Restore historic ceilings to original nish and color. Install new ceilings at the second oor to match the original ceilings. In corridors and the auditorium, investigate to determine if special nishes are present. Where it is necessary to provide chases and fur-downs for infrastructure, this should be done on the of ce side of walls and in secondary spaces with the original ceilings in corridors and other primary spaces preserved wherever possible. In the re station area, the most appropriate ceiling nish will depend on the chosen program. However, the exposed structure of the original station is preferred. Main stair The building originally featured a wide main stair leading from the primary entry lobby to the auditorium. The stair passes under the buildings double height arched rotunda, now concealed behind suspended ceilings. The concrete stair was removed in the 1980s renovations. The original stair should be reconstructed as part of rehabilitation work and the lobby/rotunda restored. Auditorium The original auditorium was a double-height space with an arched, beamed ceiling, a large balcony, and a theatrical stage. Modi cations to the building in the 1980s included the removal of much of the balcony and the stage area. A oor was added within the space to create additional of ces for the police department. The walls, ceiling and beams of the auditorium remain largely intact. It is presumed that the oor of the auditori- um was fully or partially raked but this could not be con rmed. The oor is covered with contemporary materials and could not be evaluated. An important consideration in this area is that the oor levels in the auditorium wing of the building do not align with the of ce wing. This creates accessibility issues that are challenging , particularly in the area of the auditorium where the second oor was added. This oor is not accessible, rendering it unusable for most functions. Dallas | Austin www.architexas.com10 Partial view of the beamed ceiling at the auditorium. The oor in this image was added in the 1980s. (Architexas 2017) It is recommended that the modi cations to the auditorium be reversed and the space restored to its orig- inal con guration and nish. Accessibility can be achieved to the main oor of the auditorium with a new elevator connecting the primary entry lobby to the auditorium. Paint and ornamentation While the original paint and other nishes could not be observed, it is likely the building had a decorative paint scheme, particularly in the auditorium and primary corridors. It is rec- ommended that a nish analysis be conducted by a quali ed conservator to establish the characteristics of the buildings ornamentation. These nishes should be restored wherever possible, with special emphasis on public spaces. Vaults The building originally had several concrete vaults with heavy steel doors. All but one of the vaults has been removed. Where vaults were removed, sections of the upper walls remain and are now hidden behind suspended ceilings. The single remaining vault is in good condition, but the vault door has been over-painted, obscuring the original decorative nish. The single remaining vault should be retained and the original vault door restored by a quali ed conservator. Where vaults have been removed, it is recommended that the original oor-plan be restored. This can be accom- plished with contemporary framing and drywall and will There is one original be more cost effective that attempting to remove the vault door in the building. fragments of heavy concrete walls that remains. (Architexas 2017) Dallas | Austin www.architexas.com11 Mechanical, Electrical and Plumbing Systems The Mechanical, Electrical and Plumbing systems at the Old Denton City Hall include some modern infrastructure that may be reused in a future building rehabilitation. The systems were inspected with this in mind. It should be assumed that all of these systems will require considerable recon guration and modi cation to conform with the requirements of a building rehabilitation, but that many primary compo- nents may be retained and reused. These systems were inspected by ARJO Engineers, Inc. of Dallas and their comments adapted for this section. The of cial engineering report is contained in the appendix of this document. Mechanical Systems - The HVAC hydronic system is for VAV cooling only with electrical perimeter oor. The chiller was salvaged from another building several years ago. It appears to be operating acceptably but is approximately 15 years old and, in our opinion, is not of adequate capacity to service a fully occupied building. Any renovation should plan on replacing the machine with a new 90 ton machine. The air handler on the top oor was installed in approximately 1980 and is beyond its normally expected life. It is currently leaking and, with any renovation, should be replaced with a new 36,000 CFM air handler. The return air system is somewhat suspect. There is no obvious return air chase and it was reported that some of the walls were used for return air. A renovation would require the system be addressed. The VAV terminal boxes on the exterior were reported and appeared to be in good condition. Two chilled water pumps circulate HVAC cooling water between the air handler and the chiller. The pumps appear to be in good condition. There is an energy management system to turn equipment on/off. Controls are pneumatic and electric. Existing mechanical unit at the southwest corner of the building. If feasible, the mechanical equipment should be placed remotely or screened. (Architexas 2017) Dallas | Austin www.architexas.com12 Recommendations for the mechanical systems include: 1. Replace the 60 Ton Chiller with a 90 Ton Chiller. 2. Replace the Air Handler on the top oor. 3. Develop the Return Air System for the building. Electrical Systems - The building is fed by one 300 KVA pad mounted electric utility company transform- er. There is an 18 KW back-up generator that supplies required emergency power. The electrical feed from the utility company transformer serves a distribution panel in the basement. The distribution panel feeds panels in the basement and two levels above. The distribution panel is labeled MAINS. It is 277/480 volt, 600 amps. This panel has six fused switch- es, each is a service disconnect. MAINS service panels HEB, HCD and HCF. The distribution panel also serves two elevators and a chiller. Panel HAB located adjacent the distribution panel is 277/480 volts, 100 amps, main lugs only with 42 total spaces. This panel feeds a 30 KVA transformer with serves panel LAB. Panel LAB is 120/208 volts with a 100 amp main breaker and 24 spaces. Panel LAB sub-feeds adjacent panel. Label was not legible. This panel was 120/208 volts with a 100 amp main breaker and has 20 spaces. Panel EH located in the basement and is 277/480 volts, 225 amp main lugs only with 20 space and feeds transformer EL. The transformer is 15 KVA and serves panel EL. Panel EL is 120/208 volts with a 60 amp main circuit breaker and has 27 spaces. Panel EH is fed from normal power and emergency power via an 18 KW generator located in the basement and an automatic transfer switch. Panel HCD is located on the rst level and is 277/480 volts, 225 amps main lugs only. This panel has 38 spaces and feeds transformer LCD. The transformer is 15 KVA and serves panel LCD. Panel LCD is 120/208 volts with a 60 amp main circuit breaker. Panel HEF is located on the second level and is 277/480 volts, 225 amps main lugs only. This panel has 42 spaces and feeds transformer LEF. The transformer is 15 KVA and serves panel LEF. Panel LEF is 120/208 volts with a 60 amp main circuit breaker. Lighting throughout the building is mostly uorescent with some incandescent mixed in. The incandes- cent lights selected to remain could be retro tted with LED replacement lamps. The uorescent lights will need to be replaced with LED xtures. The re alarm system is an addressable Silent Knight system that will be adequate to serve the new de- sign. Recommendations for the electrical system include: 1. The electric service and distribution may be adequate. However, if the heating is converted to gas the electric service would be adequate. There is currently gas service to the building 2. The building is using uorescent and incandescent lighting xtures. The uorescent xtures should be replaced with LED and the incandescent xtures should be reused. Retro t the incan- descent xtures with LED replacement lamps. Plumbing - The domestic water piping appears to be copper. Sewer piping appears to be cast iron. Storm piping is accomplished by exterior downspouts that are discharged at grade. Natural gas is supplied in steel piping to the emergency generator. Water closets are tank type Lavatories are both countertop and wall mounted. A renovation would require restrooms to be modi ed for handicap accessibility a 50 gallon9KW electric water heater is located in the 2nd oor. Dallas | Austin www.architexas.com13 There appears to be some ground water under the building as water was seen going into a sump in the basement. Life Safety and Code Compliance The buildings inherent historic design will not allow full compliance with current contemporary life safety/ building codes. The renovations that have taken place over time have improved the life safety but the current design does not meet life safety/building codes. Local building code of cials and the re marshal will need to be involved in any planned rehabilitation to signi cantly improve the life safety condition of the building. There are means to improve the life safety of the building while preserving the historical integrity of the building through clarity in the egress paths, installation of an upgraded early detection and alarm system and maintaining the re suppression (sprinkler) system. The buildings status as a RTHL allows some exibility in the interpretation of the building codes to meet life safety and accessibility compliance. The building is currently-equipped with a re sprinkler system and re alarm. The re water riser enters the building in the basement where the re water riser is located. The system had an inspection tag dated December, 2016. Recommendations for the life safety systems include: 1. The emergency generator appears to be adequate to serve the buildings egress and exiting lights. 2. The re alarm control panel appears to be adequate to serve the re-design for this building. Accessibility The original multi-level arrangement of the building creates a challenge for full accessibility to each space. Currently this is partially achieved with the addition of two elevators in the 1980s renovation. Even with these additions, total accessibility was not achieved to each oor. The elevators do not meet the current size requirements as well. A complete rehabilitation project should improve the compliance to meet the accessibility requirements and upgrade the men and womens toilets to provide compliance. New elevators should be installed to meet the space requirements and in locations that maximize the accessibility to the primary spaces in the building. Hazardous Materials A full hazardous materials survey was not available at the time of the building inspection. Prior to any workbeing performed on the building, The City of Denton should commission a full environmental assess- ment to identify the presence of hazardous materials. Dallas | Austin www.architexas.com14 Building Rehabilitation Options Three options have been initially-identi- ed for rehabilitation of the Old Denton City Hall. All three options would include restoration of the building exterior, up- grades to building systems, and improve- ments to meet safety and accessibility codes. Option 1 would include an exterior restoration and reversal of most past changes to the building. Primary inte- rior spaces would be restored with the exception of the re station area on the rst oor which would be converted to of ce space. Option 2 is similar to Option 1, but would further enhance the auditorium and adjoining spaces for multi-purpose and event use. This would include adapting the re station area to prefunction or banquet facilities. Option 3 would retain and improve modi cations made to the building in the 1980s while improving the function of the building for city use. Dallas | Austin www.architexas.com15 Option #1 Complete restoration of the exterior and interior to the original design as close as possible that will meet all local building codes and accessibility requirements. This option removes the renovation work of the 1980 conversion to a Police Station reversing the use to city hall or related city of ces. The original area for the re department will be available for additional city of ces. To meet accessibility standards and building codes, a complete and accurate restoration is not possible. The scope includes: 1. Demolish north elevator addition 2. Restore exterior masonry, new windows and bell in the tower 3. Restore the original ground level truck room -provide ramped connection to the south elevator/ bathroom addition. New exterior doors and windows to match original design. Optional recon- struction of the original Dormitory wall. 4. Rehabilitate the south elevator addition. Add new elevator (multiple stops to provide accessibility standards) 5. Add new multiple stop elevator to allow accessibility to the auditorium and old re truck area and basement level 6. Modify the existing egress stair in the southwest corner of the Auditorium to the exterior for added emergency 7. Rehabilitate of ces on each oor 8. Restore the original Auditorium Demolish added oors/in ll Reconstruct missing balcony extension to match original design Reconstruct stage area to match original design Reconstruct the grand stairs from the entry with arched ceiling above New windows on the north to match original design Concrete oor with pattern to match original design New auditorium seating Install replicated historic pendant lights New supplemental lighting/sound system Restore original nishes 9. New HVAC system (per narrative) 10. New lighting throughout 11. New exterior lighting for building and site 12. Rework the re suppression system with new alarm system Option #1 Estimated Project Budget $5,352,430.00 Construction Cost Estimate $4,622,430.00 Site work Exterior Restoration Interior Adaptive Construction FF& E $ 250,000.00 Soft Costs A/E Fees and Expenses $ 480,000.00 Dallas | Austin www.architexas.com16 TEERTS MLE N TEERTS RADEC N TEERTS MLE N UP DN UPUP 3' - 0"6' - 0"3' - 0" DN DNDN Option #2 Rehabilitation of the building with the restoration of the exterior and an adaptive use strategy for the interior to accommodate complimentary new use. The potential use can be an adaption to a multi-purpose use that can be for a community meeting facility, event space and small theater uses. The scope of work is similar to Option #1. The of ces can be for city and/ or nonpro t users. The auditorium can be a small performance hall and the original re station area can be an event /reception space seating approximately 150 for banquets or a small theater. The event space can open to a garden area on the north side. Option #2 Estimated Project Budget $5,698,956.00 Construction Cost Estimate $ 4,868,956.00 Site work Exterior Restoration Interior Adaptive Construction FF&E $ 350,000.00 Soft Costs A/E Fees and Expenses $ 480,000.00 Dallas | Austin www.architexas.com17 TEERTS MLE N 8' - 0" TEERTS RADEC N TEERTS MLEN UP DN UP 3' - 0"6' - 0"3' - 0" DN DNDN Option#3 Restoration of the exterior and renovation of the interior to meet the minimum requirements of life safety and accessibility. This option is a minimal approach to restore the exterior to the greatest extent possible while leaving the 1980s interior and exterior renovations. This scope of work includes: 1. Restore exterior masonry and new windows 2. Rehabilitate the south and north elevator additions. Add new elevators(multiple stops to provide accessibility standards) 3. Modify the existing egress stair in the southwest corner of the Auditorium to the exterior for add- ed emergency 4. Rehabilitate construct of ces on each oor for new programed use 5. New HVAC system (per narrative) 6. New lighting (LED) throughout 7.Rework the re suppression system and add emergency egress (exit) lights 8.Rehabilitate interior nishes 9. Upgrade all bathrooms and other plumbing systems to meet local codes Option #3 Estimated Project Budget $ 3,5,176.00 Construction Cost Estimate $ 3,315,176.00 Site work Exterior Restoration Interior Renovation Construction FF& E $ 120,000.00 Soft Costs A/E Fees and Expenses $ 340,000.00 Dallas | Austin www.architexas.com18 TEERTS MLE N TEERTS RADEC N TEERTS MLE N UP UP UP UP UP State Historic Preservation Tax credits The state tax credit program provides a 25% historic franchise or insurance tax credit based on the qual- i ed rehabilitation expenditures. To qualify for the 25% tax credit for historic buildings, the rehabilitation must be approved as meeting The Secretary of the Interiors Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings. Bene t and Financial Requirements The owner is eligible to recapture 25% of the total qualifying rehabilitation costs in the form of franchise tax credits. There is a ve year recapture period and the credits may be sold or transferred. Qualifying rehabilitation expenditures must exceed $5,000.00. Qualifying expenditures generally include all hard and soft costs associated with the rehabilitation with the exception of building acquisition, addi- tions, FF&E and site work. An owner may receive the state tax credits in successive applications for any scal year after 2014 if the cost threshold and other program requirements are met. As such, a large project may be broken into phases, effectively extending the recapture period. Upon completion of a certi ed rehabilitation under the state program there are no additional regulatory or review requirements. Eligibility For participation in the program, the subject building must be listed as a state landmark or national land- mark or be determined eligible to be listed. Process The state tax credit process is handled in three parts. The Part A: Evaluation of Signi cance application establishes whether the building currently is listed on the National Register of Historic Places, is designat- ed a Recorded Texas Historic Landmark or State Archaeological Landmark, or if it is eligible for listing. If the building is not yet listed but is found to be eligible, the tax credit project may be undertaken while the designation process is pursued. The Part B: Description of Rehabilitation describes the existing conditions of the property and the pro- posed scope of work. Photographs must be provided, which fully describe the building and clearly show the condition of all major character-de ning features of the building prior to the start of work. The pro- posed work is evaluated by THC staff for its conformance to the Standards. The Part C: Request for Certi cation of Completed Work is submitted upon completion of the project and documents that the work was completed as proposed and in accordance with the Standards. Once the THC determines that the completed work meets the Standards, a Certi cate of Eligibility for the state historic tax credit is provided to the owner. This certi cate must be presented to the Texas Of ce of the Comptroller to receive the state tax credits. Dallas | Austin www.architexas.com19 Appendix Dallas | Austin www.architexas.com20 OLD CITY HALL - DENTON DENTON, TEXAS MECHANICAL, ELECTRICAL, PLUMBING AND FIRE/LIFE SAFETY SURVEY REPORT ARJO PROJECT NO. 5751 AUGUST 2017 THE SEAL APPEARING ON THIS THE SEAL APPEARING ON THIS DOCUMENT WAS AUTHORIZED DOCUMENT WAS AUTHORIZED BY BILL HOWSE, P.E. #27230 BY JAMES H. BAILEY, JR., P.E. AUGUST 3, 2017 #62360 AUGUST 3, 2017 SUBMITTED TO: SUBMITTED BY: ARCHITEXAS ARJO ENGINEERS, INC. 1907 MARILLA. 5501 LBJ FREEWAY SECOND FLOOR SUITE 435 HOUSTON, TEXAS 77095 DALLAS, TEXAS 75240 PROPERTY CONDITION ASSESSMENT OLD CITY HALL - DENTON DENTON, TEXAS MECHANICAL, ELECTRICAL, PLUMBING AND FIRE/LIFE SAFETY SYSTEMS Mechanical Systems The HVAC hydronic system is for VAV cooling only with electrical perimeter heating zones. A 60 ton, R-22, air cooled chiller supplies chilled water to air handler on the top floor. The chiller was salvaged from another building several years ago. It appears to be operating acceptably but is approximately 15 years old and, in our opinion, is not of adequate capacity to service a fully occupied building. Any renovation should plan on replacing the machine with a new 90 ton machine. The air handler on the top floor was installed in approximately 1980 and is beyond its normally expected life. It is currently leaking and, with any renovation, should be replaced with a new 36,000 CFM air handler. The return air system is somewhat suspect. There is no obvious return air chase and it was reported that some of the walls were used for return air. A renovation would require the system be addressed. The VAV terminal boxes on the exterior were reported and appeared to be in good condition. Two chilled water pumps circulate HVAC cooling water between the air handler and the chiller. The pumps appear to be in good condition. There is an energy management system to turn equipment on/off. Controls are pneumatic and electric. Electrical Systems The building is fed by one 300 KVA pad mounted electric utility company transformer. There is an 18 KW back-up generator that supplies required emergency power. The electrical feed from the utility company transformer serves a distribution panel in the basement. The distribution panel feeds panels in the basement and two levels above. PROPERTY CONDITION ASSESSMENT OLD CITY HALL - DENTON DENTON, TEXAS The distribution panel is labeled ‘MAINS’. It is 277/480 volt, 600 amps. This panel has six fused switches, each is a service disconnect. ‘MAINS’ service panels ‘HEB’, ‘HCD’ and ‘HCF’. The distribution panel also serves two elevators and a chiller. Panel ‘HAB’ located adjacent the distribution panel is 277/480 volts, 100 amps, main lugs only with 42 total spaces. This panel feeds a 30 KVA transformer with serves panel ‘LAB’. Panel ‘LAB’ is 120/208 volts with a 100 amp main breaker and 24 spaces. Panel ‘LAB’ sub-feeds adjacent panel. Label was not legible. This panel was 120/208 volts with a 100 amp main breaker and has 20 spaces. Panel ‘EH’ located in the basement and is 277/480 volts, 225 amp main lugs only with 20 space and feeds transformer ‘EL’. The transformer is 15 KVA and serves panel ‘EL’. Panel ‘EL’ is 120/208 volts with a 60 amp main circuit breaker and has 27 spaces. Panel ‘EH’ is fed from normal power and emergency power via an 18 KW generator located in the basement and an automatic transfer switch. Panel ‘HCD’ is located on the first level and is 277/480 volts, 225 amps main lugs only. This panel has 38 spaces and feeds transformer ‘LCD’. The transformer is 15 KVA and serves panel ‘LCD’. Panel ‘LCD’ is 120/208 volts with a 60 amp main circuit breaker. Panel ‘HEF’ is located on the second level and is 277/480 volts, 225 amps main lugs only. This panel has 42 spaces and feeds transformer ‘LEF’. The transformer is 15 KVA and serves panel ‘LEF’. Panel ‘LEF’ is 120/208 volts with a 60 amp main circuit breaker. PROPERTY CONDITION ASSESSMENT OLD CITY HALL - DENTON DENTON, TEXAS Electrical Systems Continued Lighting throughout the building is mostly fluorescent with some incandescent mixed in. The incandescent lights selected to remain could be retrofitted with LED replacement lamps. The fluorescent lights will need to be replaced with LED fixtures. The fire alarm system is an addressable Silent Knight system that will be adequate to serve the new design. Plumbing Systems The domestic water piping appears to be copper. Sewer piping appears to be cast iron. Storm piping is accomplished by exterior downspouts that are discharged at grade. Natural gas is supplied in steel piping to the emergency generator. Water closets are tank type Lavatories are both countertop and wall mounted. A renovation would require restrooms to be modified for handicap accessibility a 50 gallon9KW nd electric water heater is located in the 2 floor. There appears to be some ground water under the building as water was seen going into a sump in the basement Life Safety The building is equipped with a fire sprinkler system and fire alarm. The fire water riser enters the building in the basement where the fire water riser is located. The system had an inspection tag dated December, 2016. PROPERTY CONDITION ASSESSMENT OLD CITY HALL - DENTON DENTON, TEXAS Opinions of Repairs and Recommendations 1.Replace the 60 Ton Chiller with a 90 Ton Chiller. 2.Replace the Air Handler on the top floor. 3.Develop the Return Air System for the building. 4.The electric service and distribution may be adequate. However, if the heating is converted to gas the electric service would be adequate. There is currently gas service to the building 5.The building is using fluorescent and incandescent lighting fixtures. The fluorescent fixtures should be replaced with LED and the incandescent fixtures should be reused. Retrofit the incandescent fixtures with LED replacement lamps. 6.The emergency generator appears to be adequate to serve the buildings’ egress and exiting lights. 7.The fire alarm control panel appears to be adequate to serve the re-design for this building. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1034,Version:1 AGENDA CAPTION Receive a report, hold a discussion and give staff direction on the Mobility and Bike Plan. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City Hall City of Denton 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Transportation CM/ DCM/ ACM: Mario Canizares DATE: August 15, 2017 SUBJECT Receive a report, hold a discussion and provide direction on the Mobility and Bike Plan. BACKGROUND This agenda item is intended to provide Council a general overview of the City of Denton Mobility Plan and the Bicycle and Pedestrian Linkage Component of the Mobility Plan also known as the Bike Plan. Staff will facilitate the discussion with the attached power point presentation with an emphasis on the mobility element to include goals, facility types, near-term projects and recently completed projects affecting the Mobility Plan and Bike Plan. adopted in February 2015. The primary objective of the plan was to manage growth, promote reinvestment, and improve quality of life. The comprehensive plan serves as the overarching framework to guide specific actions for the City to undertake within the Plan horizon. The Denton Plan 2030 is comprised of the following elements: 1. Land Use Element 2. Fiscal and Economic Vitality Element 3. Community Character and Urban Design Element 4. Parks, Conservation and Environmental Element 5. Mobility Element 6. Housing and Neighborhoods Element 7. Community Health, Safety, and Services Element 8. Infrastructure and Utilities Element system and its ability to handle growing travel demand among residents, students and employers. The Mobility Element is comprised of four primary goals that are focused on providing and improving the transportation infrastructure for moving people and goods. Goal M-1: Provide for the safe, efficient movement of motor vehicles, bicycles, and pedestrians in a Goal M-2: Goal M-3: Create a transportation network where residents can walk, bicycle and use other forms of non-motorized transportation (active transportation) for exercise, recreation, and reach daily destinations. Goal M-4: Create an environment where transit is convenient and safe for travel both within Denton and to the rest of the region. Mobility Plan The Mobility Plan identifies specific transportation projects and strategies for the City of Denton, including streets as well as bicycle and pedestrian facilities. It is guided by the goals (listed above), policies and actions of the Mobility Element and includes the Roadway Component and the Bicycle and Pedestrian Linkage Component. The Roadway Component Map is the guiding document for the development of the transportation infrastructure. It is an integral part of the layout of the street network and a starting point for transportation projects as they are folded into the Capital Improvement Programs and Plans. The Bicycle and Pedestrian Component is an element of the Mobility Plan that identifies specific on-road and off-road facilities to make cycling and walking in Denton safe and convenient. The Roadway Component Map of the Mobility Plan, which is often referred to as the Mobility Plan, consists of the existing and future roadway system in the City of Denton. The roadways included in the street system are categorized into functional classification based on their use, characteristics and daily traffic volume. The streets are classified into the following categories: Neighborhood (Local) Streets: Provides primary access between commercial development and/or residential development and the collector streets. Average Daily Traffic (ADT) typically ranges from 400 to 1,500 vehicles per day. Collector Streets: Provides connection between local streets and arterials. ADT typically ranges from 1,000 to 8,000 vehicles per day. Secondary Arterials: Provides connection between primary arterials and collectors/local streets. ADT typically ranges from 2,500 to 15,000 vehicles per day. Primary Arterials: Major thoroughfare that helps move a large volume of traffic through the City. ADT is typically higher than 15,000 vehicles per day. Freeways: Regional connectors with limited access. Many municipalities throughout the nation have Mobility Plans or similar documents that are typically updated every five years. The Mobility Plan is updated for the following reasons: To upgrade or downgrade streets based on their functionality and projected traffic volumes. To improve feasibility of constructing new street by changing alignment. To add new streets to serve new annexed areas. To add/remove/modify streets and their alignment based on new development. 1998. The Plan has been updated (modified) several times in the previous two decades. The most recent update was completed and adopted in January 2016, as part of the Roadway Impact Fee Program. The next update of the Mobility Plan is tentatively scheduled for early 2021, which is approximately five years from the previous update. Updates may include amendments to the alignment, classification, and capacity of street segments within the roadway network resulting from new development, changes in land use and zoning, and/or changes in traffic patterns. Consistent with the Denton Pan 2030, proposed updates to the Mobility Plan will be presented to the Mobility Committee for review and approval. Once approved and recommended by the Mobility Committee, the proposed update will be submitted to the Planning and Zoning Commission for review and approval. Subsequently, the updated Mobility Plan will be presented to City Council for final approval and adoption. Bike Plan The Bike Plan provides an overview of the existing conditions, design standards and facility types, and an implementation plan. The main purpose of the document is to guide the City on placement of bike routes and the type of bike facility to construct. As part of the Denton Plan 2030 Mobility Element, the Bike Plan is a key document in realizing the goal to create a transportation network where citizens can ride a bike to their destination. Beginning in 2010, the City undertook an update to the 2001 Bicycle and Pedestrian Linkages Component of the Denton Mobility Plan. Freese and Nichols was hired to produce the update, and in March 2010, the first of two public meetings was held to receive feedback from Denton citizens. A Bicycle Plan Focus Group was formed to interact with the consultants and provide feedback to the Plan. A second public meeting was held in April 2011, after which the Plan was presented to the Traffic Safety Commission, Mobility Committee, and the Planning and Zoning Commission. A total of eight public hearings were held, with the final Plan presented to City Council on February 21, 2012. The 2012 Bike Plan was adopted unanimously. With the approval of the Plan in February 2012, City Council agreed to fund the implementation of the Bike Plan with a yearly allocation of $200,000. With additional funding from the County, the Bike Fund has been allocated $1,215,000 since 2012. To date, $1,008,245 has been expended or allocated. The current balance of approximately $100,000 in FY 16-17 funding will be allocated as matching funds for the Transportation Alternatives-Set Aside Active Transportation Sycamore-Welch Project recently announced by the North Central Texas Council of Governments (NCTCOG). A portion of future funding will alsobe dedicated to the multi-use path on US 380 from Loop 288 to the greenbelt which is part of a future TxDOT project that is scheduled by TxDOT to let in 2021. Both of these projects leverage local funds with state and federal funding to complete key projects that will further enhance the bike infrastructure in Denton at a reduced cost to the City. Prior to the adoption of the Bike Plan, the City had five miles of on-street bike infrastructure. There is currently twenty-six miles of on-street bike infrastructure, which includes seven miles completed this year. On-street infrastructure includes bike lanes, sharrows, signs, sidepaths, and urban shoulders. As part of the Strategic Plan, the City has a goal to implement seven miles of on-street bike infrastructure each year. This goal has been met every year since it was included in the Strategic Plan in FY 2014-2015. With the Bike Plan approaching the six-year mark, staff realized the need to update the Plan. Currently, $50,000 is budgeted in FY 2016-2017 End of Year in the City Managers Proposed Budget to fund an in- house update. That update will incorporate treatments approved since adoption, such as bike boxes, bike signal heads, and green paint. The public will be involved in the update process, just as they were before, and will be the vital link to provide a bicycle network that is connected and safe. The update will further the Strategic Plan goal to reach seven percent (7%) active transportation mode share by 2020. Tracked by the Census, mode share calculates the number of people who commute to work by either biking or walking. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Mobility Plan Map was most recently approved by Council January 5, 2016. City Council adopted Bike Plan, February 21, 2012. Mobility Committee receives frequent updates at their monthly meetings. FISCAL INFORMATION $200,000 allocated annually to implement Bike Plan initiatives. $1,215,000 has been allocated since 2012 (includes funding from Denton County) for the Bike Plan. 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: 5.5 Provide alternative modes of transportation EXHIBITS 2. Mobility Plan Map 3. Bike Plan Map 4. Mobility and Bike Plan Presentation Respectfully submitted: Mark Nelson Director of Transportation Prepared by: Pritam Deshmukh Traffic Engineer and Julie Anderson Bike and Pedestrian Coordinator 455 " ) ! 2153 ") 2164 " ) !!!!! 3163 ") Bobcat !!!!!!!!!!!! ! 428 " ) 2164 ") I-35 §¦¨ !! !! !!!!!!! 77 1173 £¤ "!!!! ) 288 ¬« ! !!!!!!! !! !!! !!!! ! ! 288 ! ¬« ! ! 380 £¤ 77! £! ¤ ! 380 £ ¤ !! ! Lattimore ! !!!!!! 156 ") !!!!! !!!! !! ! 426 ! 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Collins La GroneAthletic AdvancedComplex Technology 77 288 £ ¤AME UV FRUTH HERCULES Evers Park MILLER Strickland Avondale 288 Middle 2164 UV Park School Greenbelt JOHN Bowling Green Park Immaculate HERITAGE Conception 428 380 77 £¤ North £ ¤ Lakes TIESZEN Park Denton PALMWOOD County Wellspring Fairgrounds BRANDYWINE Academy 380 Cooper £ ¤ WICKER Creek 380 Texas £ ¤Open Space Woman's University Selwyn 3RD Denton School High School DANA MAY RUSSELL NEWMAN I35 CONGRESS Quakertown §¦¨ JIM CHRISTAL Park Mack Park 426 OAK Denton County Service HICKORY Juvenile Bellaire Center Detent. Billy Ryan Academy n¤ TROY H LAGRONE SYCAMORE High School Oakwood Cemetery IOOF Cemetery Pebblebrook MAPLE Park MORSE FANNIN I35E Airport DENTON §SIMMONS ¨¦ Open Space MUNICIPAL AIRPORT University of North 1515 Texas 77 377 £Lake ¤ £¤ Liberty Christian Lewisville I35W School 426 § ¨¦ 288 UV WILLOWWOOD Joe Denia Skiles BormanPark McMath Park Elementary Middle School RICH South I35E Lakes §n¤ Park¨¦ Roselawn Memorial Park ABBOTS Our Lady Of Sam Houston Grace High 2449 Elementary School Briercliff EL CIELITO Park Bent SPRINGCREEK Creek I35W Olive 377 Park § ¨¦ £Stephens ¤ Elementary YALE Wayne Stuart CHALKSTONE Ryan Elem. VILLANOVA 1830 2181 WALTON ALLRED I35E § ¨¦ MORNING GLORY DOBBS LIGHTHOUSE Cross WARWICK Timbers Park I35W John H. § ¨¦ GREENMEADOW Guyer High This map is a graphic representation prepared Short Range Improvements Long Range Alternatives Adopted 2/21/2012 MEADOWGLEN School by the City of Denton GIS System and is intended Bike Lane TxDOT Arterial/Highway for use only as a reference. Data depicted here Amended 3/17/2014 is not guaranteed for accuracy and may be subject Shoulder Lane Future Collector Roadway to revision at any time without notification. Wide Curb Lane / Urban Shoulder A Registered Surveyor for the State of Texas Future Arterial Roadway was not consulted. For Survey level accuracy,SWISHER Shared Roadway supervision and certification of the produced ROBSON RANCH data by a Registered Professional Land Surveyor Side Path (8' Minimum) for the State of Texas would have to be performed. SchoolsStreams Trails ParksBodies of Water Regional Veloway City LimitsFlood Plain Existing Greenbelt Trail ± Future Regional Veloway DCTA Train Stations n¤ Trail (Multi-Use Path) Railroads 08001,6003,200Feet Future Trail Roads City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1052,Version:1 AGENDA CAPTION Receive a report, hold a discussion and provide staff direction regarding the Denton Municipal Electric community sponsorship program. City of DentonPage 1 of 1Printed on 11/1/2017 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: Todd Hileman DATE:August 15, 2017 SUBJECT Receive a report, hold a discussion and provide staff direction regarding the Denton Municipal Electric community sponsorship program. BACKGROUND Denton Municipal Electric(DME)has currently budgeted $100,000 to be used by community organizations and City partners for sponsorships of various local events and programs. DMEreceives requests throughout the fiscal year from local organizations, other City departments (Police, Fire, City Hall etc.), and local non- profits in order to help fund various eventsand programsin the City. While $100,000has been budgeted on an annual basis, DME has typically not used all of the funds. In 2016, DME spent a total of $63,810 on these activities. A list of the previous sponsorships (Exhibit 1) show the organization name, the event/program, and the requested amount for each submission received and approved for the past 5 years. Historically, DME has awarded these sponsorships on a first come, first serve basis, without seeking City Council approval. However, given that other sponsorships across the City are typically presented to Council for approval, staff would like direction on whether the City Council wishesto continue providing sponsorships from DME. If so,staff proposes that criteria for an application process be developed to guide the selection of sponsorships and determine the appropriateness of the amount. Further, these sponsorships can then be brought back to Council for individual approval or as a group (similar to Hotel Occupancy Tax funds) per Council direction. The attached presentation will be used to facilitate a discussion of these issues. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Utility Board reviewed this presentation on August 14, 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: Safe, Liveable & Family-Friendly Community Related Goal: 4.4 Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS Agenda Information Sheet Sponsorship Program List R espectfully submitted: Bryan Langley Deputy City Manager Prepared by: Elizabeth Bell Denton Municipal Electric City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-989,Version:1 AGENDA CAPTION Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086. Receivecompetitivepublicpowercompetitiveinformationandfinancialinformationfromstaffregardingthe proposedFY2017-2018operatingbudgetforDentonMunicipalElectric(“DME”)includingwithoutlimitation, proposedratesforDMEforFY2017-2018,expectedrevenues,expenses,commodityvolumes,andfinancial commitments of DME; discuss, deliberate and provide staff with direction. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-853,Version:1 SUBJECT Honor AmeriCorps’ VISTA Program Associates, in partnership with Denton Parks and Recreation. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1000,Version:1 SUBJECT Honor the Texas Health and Human Services Foster Grandparent Volunteers, in partnership with Denton Parks and Recreation. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1069,Version:1 AGENDA CAPTION Mayor’s Summer Youth Jobs Program City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1086,Version:1 AGENDA CAPTION Debra Mendoza regarding a fight against Senate Bill 4 (“sanctuary cities” ban). City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1101,Version:1 AGENDA CAPTION Robert Donnelly regarding city incompetence. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1104,Version:1 AGENDA CAPTION Mariela Nunez-Janes regarding Senate Bill 4. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1105,Version:1 AGENDA CAPTION Cristal Benitez Lopez regarding Senate Bill 4. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-591,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,TexasauthorizingtheCityManagerorhisdesigneeto executeanagreementforinterconnectionandparalleloperationofdistributedgenerationwithTarget Corporationfortheinstallationofasolarphotovoltaicsystem;andprovidinganeffectivedate.ThePublic Utilities Board recommends approval (5-0). City of DentonPage 1 of 1Printed on 11/1/2017 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: Todd Hileman DATE: August 15, 2017 SUBJECT ..Title Consider adoption of an ordinance of the City of Denton, Texas Authorizing the City Manager of his designee to execute an Agreement for Interconnection and Parallel Operations of Distributed Generation with Target Corporation for the installation of a solar photovoltaic system; and providing an effective date. The Public Utilities Board recommends approval (5-0). ..Body BACKGROUND Denton Municipal Electric (DME) Customers that choose to install a solar photovoltaic (PV) system on their property which could potentially return electricity to the DME grid, must complete and submit an and Application for approval prior to installing their system. DME uses the information provided to perform necessary pre-interconnection studies, including assuring all installations meet all Additionally, the Interconnection Agreement allows DME to track and record locations of installed PV systems, assure PV systems are maintained as required by DME Service Standards and all applicable codes and ordinances, and access is granted to premises for City personnel to inspect, read, test, or disconnect the PV system if a hazardous condition exists or immediate action is necessary to protect persons, City facilities, or other properties. Target Corporation submitted an Interconnection Agreement and Application to DME on March 21, 2017. The application shows an interest in installing a rooftop PV system that consists of 2,926 solar modules rated at 320 watts and 11 inverters with a maximum alternating current (AC) output of 660 kilo-watts (kW). This will be the largest system on the DME grid. Due to the size of the system, Target was required to complete a pre-interconnection study, which was completed prior to seeking approval of the Interconnection Agreement. Once the Interconnection Agreement between Target Corporation and City of Denton is executed, Target Corporation will be able to move forward in applying for a building permit and will work to complete the permitting approval process through Building Inspections. RECOMMENDATION Staff recommends approval and execution of Interconnection Agreement with Target Corporation. ESTIMATED SCHEDULE OF PROJECT Target Corporation is scheduled to complete the PV system install by the end of 2017. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was presented to PUB on August 14, 2017. PUB recommends approval (5-0). FISCAL INFORMATION No action required. 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 Exhibit 1: AIS Exhibit 2: Ordinance Exhibit 3: Agreement for Interconnection and Parallel Operation of Distributed Generation Respectfully submitted: Bryan Langley Deputy City Manager Prepared by: Elizabeth Ruiz Key Accounts & Energy Programs Admin City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric CM/ DCM/ ACM: Todd Hileman DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas Authorizing the City Manager or his designee to execute an Agreement for Interconnection and Parallel Operations of Distributed Generation with Target Corporation for the installation of a solar photovoltaic system; and providing an effective date. BACKGROUND Denton Municipal Electric (DME) Customers that choose to install a solar photovoltaic (PV) system on their property which could potentially return electricity to the DME grid, must complete and submit an and Application for approval prior to installing their system. DME uses the information provided to perform necessary pre-interconnection studies, including assuring all installations meet all Additionally, the Interconnection Agreement allows DME to track and record locations of installed PV systems, assure PV systems are maintained as required by DME Service Standards and all applicable codes and ordinances, and access is granted to premises for City personnel to inspect, read, test, or disconnect the PV system if a hazardous condition exists or immediate action is necessary to protect persons, City facilities, or other properties. Target Corporation submitted an Interconnection Agreement and Application to DME on March 21, 2017. The application shows an interest in installing a rooftop PV system that consists of 2,926 solar modules rated at 320 watts and 11 inverters with a maximum alternating current (AC) output of 660 kilo-watts (kW). This will be the largest system on the DME grid. Due to the size of the system, Target was required to complete a pre-interconnection study, which was completed prior to seeking approval of the Interconnection Agreement. Once the Interconnection Agreement between Target Corporation and City of Denton is executed, Target Corporation will be able to move forward in applying for a building permit and will work to complete the permitting approval process through Building Inspections. Terms of the Interconnection Agreement Include: Identification of system (ID number, location, ownership, etc.) Establishing point of interconnection Setting testing and approval procedures Setting access and inspection rights Establishing customer requirements (e.g. maintenance of system) Determining City obligations to accept or pay for produced energy THE STATE OF TEXAS § § COUNTY OF DENTON § AGREEMENT FOR INTERCONNECTION AND PARALLEL OPERATION OF DISTRIBUTED GENERATION THIS INTERCONNECTION AGREEMENT (“Agreement”) is made and entered into this ______ day of ________________, 20__, by the City of Denton, with its electric utility department operating an electric system, referred to for Public Utility Commission of Texas and ERCOT purposes as DENTON MUNICIPAL ELECTRIC (“DME”) and Target Corporation ( “Customer”), a ________________________________________________ \[specify the name of any entity, if any; the type of entity, if any; and the address of any entity\] hereafter sometimes referred to individually as ”Party” or both parties sometimes referred to collectively as the “Parties.” WHEREAS, DME desires to permit electric customers having electric generating facilities located within the City limits of Denton, Texas, to offset a part of their electrical requirements by utilization of customer’s electric power generation facilities or to produce energy for sale on the DME electric utility system or in accordance with the City’s Electric Rate Schedule DGR or ancillary contract; and WHEREAS, Customer desires to interconnect the electric generating facilities to the City’s Electric Utility System; and WHEREAS, Customer has completed and submitted the Application for Interconnection and Parallel Operation of Distributed Generation with the City’s Electric Utility System to the City, which is incorporated herein as Exhibit A, and the City has conducted its pre-interconnection studies to determine whether the City can make available and Customer is qualified to enter into such an arrangement for such distributed energy resource interconnection with the City’s Electric Utility System; and WHEREAS, both the City and Customer desire to enter into this Agreement, under the terms, conditions, and subject to the limitations set forth below, NOW THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the City and Customer hereby AGREE as follows: 1.Scope of Agreement. City shall permit Customer to interconnect and operate an electric generating facility, on Customer’s premises, in parallel with the City’s Electric Utility System in accordance with the terms of this Agreement. PROVIDED HOWEVER, that this Agreement is applicable to conditions under which the City and the Customer agree that one or more generating facility or facilities operating less than 60 kilovolts (kV) (“Facility” or “Facilities”) may be interconnected to the City’s Electric Utility System AND Customer provides the City with generation data either through web link access or monthly reports. 2.Definitions. a.“Agreement” shall mean the “Agreement for Interconnection and Parallel Operation of Distributed Generation.” b.“Customer” shall mean an entity interconnecting a Power Producing Facility to the City’s Electric Utility System. Agreement for Interconnection and Parallel Operation of Distributed Generation tğŭĻЊƚŅБ c.“General Manager” shall mean the General Manager of Denton Municipal Electric, or their designee. d.“Electric Utility System” shall mean all generation, transmission and distribution facilities owned or used by the City in connection with its delivery of electric energy to the City’s electric utility customers. e.“Points of Interconnection” shall mean the point at which the PPF physically ties to the Electric Utility System as is more fully described in ExhibitA, attached hereto and incorporated herewith. f.“Power Producing Facility” or “PPF” shall mean an electric generating facility, operating less than 60 kilovolts, which will be interconnected and operated in parallel with the City’s Electric Utility Sy, for stem. This shall include any and all related equipment necessary, as determined by the City the safe operation and interconnection of the electric generating facilities to the Electric Utility System. g.“PPFID” shall mean the identification number assigned by the City to a Power Producing Facility. . h.“PUC” shall mean the Public Utility Commission of Texas, or any successor agency 3.Identification of Power Producing Facility.The Power Producing Facility referred to herein shall refer solely to the Power Producing Facility identified, located and described in this section: a.Type:__________________________ PPFID:__________________________ b. c.PPF Rating: __________________________ d.Site Address: _______________________________ _______________________________ _______________________________ 4.Establishment of Point of Interconnection.The City and Customer agree to interconnect the Customer’s PPF at the Points of Interconnection specified in this Agreement, in accordance with the provisions of the City of Denton, Texas Code of Ordinances; and any applicable Public Utility Commission of Texas Substantive Rules (including §25.211 relating to Interconnection of Distributed Generation and §25.212 relating to Technical Requirements for Interconnection and Parallel Operation of On-Site Distributed Generation, hereafter the ”PUC Rules”) or any applicable successor rule addressing distributed generation, and as described in the attached Exhibit A. 5.Interconnection. a.Energy transferred from the PPF to the Electric Utility System under this Agreement shall be deemed delivered at the City’s selected metering point on the premises identified in Section 3 above. Agreement for Interconnection and Parallel Operation of Distributed Generation tğŭĻЋƚŅБ b.It is expressly understood and agreed by the parties hereto that the interconnection and monitoring of electric flow contemplated by this Agreement shall be accomplished by appropriate metering facilities owned and installed by the City. The PPF shall be responsible for all expenses associated with the purchase and installation of specialized metering facilities, including but not limited to dual metering arrangements and/or bi-directional meters. 6.Testing and Approval of Facility. a.The Customer shall install and maintain protective devices for the PPF as required by the City’s Electric Utility Engineering. The protective devices shall be tested and approved by the City’s Electric Utility Engineering prior to commencing parallel operationswith the Electric Utility System. Further testing of the protective devices shall be conducted any time that modifications are made to the PPF. The City shall have the right to have representatives present at any testing of the PPF’s protective devices. Customer shall notify the General Manager at least five (5) days prior to the testing of the PPF’s protective devices. b.The PPF shall not commence parallel operations with the City until written approval of the interconnection facilities has been granted by the General Manager of the City’s electric utility. Such approval shall not be unreasonably withheld, provided that Customer has complied with all City requirements. 7.Access and Premises. The City may enter the PPF’s premises (a) to inspect, at reasonable hours, the PPF’s protective devices; or (b) to read or test meters; or (c) to disconnect, without notice whenever necessary, the PPF from the Electric Utility System if, in the City’s opinion, a hazardous condition exists and such immediate action is necessary in order to protect persons, City facilities, or property of others from damage or interference caused by the PPF, or lack of properly operating PPF protective devices. 8.Maintenance and Permits. The Customer shall: (a) maintain the PPF in a safe and prudent manner, and in conformance with all applicable laws and regulations, including, but not limited to, those set forth in Exhibit A to this Agreement and the PUC Distributed Generation Interconnection Manual; and (b) obtain any governmental authorizations and permits as required for the construction and operation of the PPF and interconnection facilities. The PPF shall reimburse the City for any and all losses, damages, claims, penalties, or liability it incurs as a result of the PPF’s failure to obtain or maintain any governmental authorizations and permits required for the construction and operation of the PPF. 9.Representations of Customer. Customer further agrees and represents to the City that the distributed generation equipment of Customer shall be designed, installed, connected, operated and maintained, to the best of Customer’s knowledge and belief, in accordance with the applicable ANSI standards now in force; the applicable UL standards that are in force at the time of the execution of this Agreement; the applicable IEEE standards \[particularly IEEE 929-2000 and IEEE 1547-2003\] that are in force at the time of the execution of this Agreement; the applicable National Electrical Code (the “NEC”) standards in force at the time of the execution of this Agreement; the applicable ERCOT Operating Guides in force at the time of the execution of this Agreement; as well as any other applicable local, state, or federal codes, statutes, and regulations in force at the time of the execution of this Agreement . 10.Responsibilities of Customer. The Customer will, at its own cost and expense, operate, maintain, repair, inspect, and shall be fully responsible for the PPF which it now or hereafter may own unless otherwise specified on Exhibit A. Customer shall conduct operations of its PPF(s) in compliance with all applicable local, state, or federal codes, statutes, and regulations. The maintenance of the PPF shall be performed in accordance with the applicable manufacturer’s recommended maintenance schedule. The Agreement for Interconnection and Parallel Operation of Distributed Generation tğŭĻЌƚŅБ Customer agrees to cause their PPF to be constructed in accordance with specifications equal to or greater than those provided by the National Electrical Safety Code (the “NESC”), approved by the American National Standards Institute (the “ANSI”), in effect at the time of construction. The Customer covenants and agrees to design, install, maintain, and operate, or cause the design, installation, maintenance, and operation of the PPF so as to reasonably minimize the likelihood of a disturbance affecting or impairing the Electric Utility System, or other systems with which the Customer is interconnected. The City will notify Customer if there is evidence that the PPF operation causes disruption or deterioration of service to other customers served from the same grid, or if the PPF operation causes damage to the Electric Utility System. Customer will immediately notify the City of any emergency or hazardous condition or occurrence with the PPF that could affect safe operation of the Electric Utility System. 11. Interruption or Reduction of Deliveries. a. The City’s Authority. The City shall not be obligated to accept or pay for produced energy from a generating unit larger than 50 KW unless a separate agreement has been entered into between the Customer and the City. For generating units from a renewable source not more than 50 KW, City electric tariff Schedule DGR shall apply. The City may require the Customer to interrupt or reduce deliveries of available energy in the following instances: (1) When the General Manager determines that it is necessary in order to construct, or install, or maintain, or repair, or replace, or remove, or investigate any of the City’s equipment or any part of its Electric Utility System; (2) If the General Manager determines that curtailment, interruption, or reduction is necessary because of emergencies, or forced outages, or force majeure, or compliance with prudent electrical practices; (3) Notwithstanding any provision of this Agreement, the City shall have the right to disconnect the PPF from the Electric Utility System if it determines that either: (a) the PPF or its operation may endanger City personnel, or (b) the continued operation of the PPF may endanger the integrity of the Electric Utility System. The PPF shall remain disconnected until such time as the City is satisfied that the objectionable conditions have been corrected or no longer exists; or (4)The City discovers or learns of PPF manufacturer defects or deficiencies that may have adverse operational impacts on the Electric Utility System. Customer and the City clearly understand and agree that the City will not accept nor assume any liability for interrupting the interconnection between the PPF and the Electric Utility System. The City is authorized to, but not liable for, any effects as a result of opening up and padlocking open the Customer’s external disconnect switch, disconnecting the PPF at the Electric Utility System’s Points of Interconnection or taking any other action that physically separates the PPF from the Electric Utility System. The City will attempt to provide sufficient Customer notice prior to interconnection disconnection, but Customer notice is not necessary for immediate PPF isolation should a condition warrant immediate interconnection disconnection as determined by the City. 12. Limitation of Liability and Indemnification. a.Neither the City nor Customer shall be liable to the other for damages for any act that is beyond such party's control, including any event that is a result of an act of God, labor disturbance, act of the public enemy, war, insurrection, riot, fire, storm or flood, explosion, breakage or accident to Agreement for Interconnection and Parallel Operation of Distributed Generation tğŭĻЍƚŅБ machinery or equipment, a curtailment, order, or regulation or restriction imposed by governmental, military, or lawfully established civilian authorities, or by the making of necessary repairs upon the property or equipment of either party. b.Notwithstanding the other provisions of this Agreement, Customer agrees to indemnify, defend, and hold harmless the City of Denton, as well as all of their present, future and former elected officials, agents, employees, officials and representatives in their official, individual and representative capacities from and against any and all claims, demands, causes of action, judgments, liens and expenses (including attorney’s fees, whether contractual or statutory), costs and dam ages (whether common law or statutory, and whether actual, punitive, consequential or incidental) of any conceivable character, due to or arising from injuries to persons (including death), or to property (both real, personal and mixed) created by, arising from, or in any manner relating to the PPF, including (a) engineering, design, construction, maintenance, repair, operation, king of replacements, supervision, inspection, testing, protection or ownership of; or (b) the ma additions, betterments to, or reconstruction of the Customer’s PPF, and expressly including those arising through strict liability and those arising under the constitutions of the United States and of the State of Texas. c.The City and Customer shall each be directly responsible for the safe installation, maintenance, repair and condition of their respective lines and appurtenances on their respective sides of the point of delivery. The City does not assume any duty of inspecting the Customer’s lines, wires, switches, or other equipment and will not be responsible therefore. Customer assumes all responsibility for the electric service Customer supplies hereunder and the facilities used in connection therewith at or be yond the point of delivery, the point of delivery being the point where the electric energy first leaves the wire or facilities provided and owned by the City and enters the wire or facilities provided by Customer. d.For the mutual protection of the Customer and the City, only with the City’s prior written authorization, are the connections between the City’s service wires and the Customer’s service entrance conductors to be energized. e.The provisions of this Section 12 shall not be construed to relieve any insurer of its obligation to pay any insurance claim in accordance with the provisions of any valid insurance policy. f.If the Customer fails to comply with the insurance provisions of this Agreement, the Customer shall, at its own cost, defend, save harmless and indemnify the City of Denton, its elected officials, officers, employees, agents, assignees, and successors in interest from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including attorney’s fees and other costs of litigation) resulting from the death or injury to any person, or damage to property, including the personnel and property of the City of Denton, to the extent the City of Denton would have been protected had the Customer complied with all such insurance provisions required hereunder. The inclusion of this section is not intended to create any express or implied right in the Customer to elect not to provide the required insurance in Section 13 hereof. The provisions of this subsection shall survive the termination of this Agreement. g.If the Customer applied and received an incentive from the City, Customer shall comply with all guidelines acknowledged in the GreenSense Incentive Program Manual. If the Customer fails to meet any ongoing Program requirements stated in the GreenSense Incentive Program Manual, Customer shall repay to the City the incentive related the system. The refund amount is calculated as: \[incentive received\] x \[5 – number of full years the system was operational\] x 0.2. Agreement for Interconnection and Parallel Operation of Distributed Generation tğŭĻЎƚŅБ 13.Insurance Required. Customer represents that, at the time of the execution of this Agreement, Customer has currently in force and effect property insurance on the premises described in Section 3 hereof, in the amount of the current value of the premises, and comprehensive personal liability insurance covering the premises in a minimal amount of not less than $100,000 per occurrence. Customer further represents that Customer shall maintain such insurance in force for the duration of this Agreement. Customer agrees to provide a copy of the insurance policy or a valid certificate issued by the insurer (in a form satisfactory to the City) to the City prior to any interconnection with DME’s electric grid, and shall provide proof of continuing coverage upon reasonable request given to Customer. The insurance herein provided in Section 13 shall, by endorsement to the policy or policies, provide for thirty (30) days written notice to the City prior to cancellation, termination, alteration, or material change of such policy or policies of insurance. 14.Right of Access, Equipment Installation, Removal & Inspection. Upon reasonable notice, the City may send qualified representatives to the premises of the Customer at or immediately before the time the PPFfirst produces energy to inspect the interconnection, and to observe the Facility’s commissioning (including any testing), startup, and operation for a period of up to no more than three (3) days after initial startup of the unit. Following the initial inspection process described above, the City may send an employee to the premises, at reasonable hours, or at any time without notice, in the event of an emergency or hazardous condition,as determined by the City. The City shall have access to Customer’s premises for any reasonable purpose in connection with the performance of the obligations imposed on it by this Agreement or if necessary to meet its legal obligation to provide service to its other customers. 15.Disconnection of Unit or Termination of Agreement. The City or Customer may terminate this Agreement, at will and without cause, by giving written notice of termination to the other party not less than thirty (30) days prior to the date of termination. PROVIDED HOWEVER, this Agreement shall automatically terminate upon (1) the disconnection of electric utility service to the premises due to the delinquency of payment of Customer (that is the same rules regarding late payment and disconnection that all other ratepayers of the City have); or (2) the closing of Customer’s electric utility account; or (3) a change in the ownership of the premises by Customer; or (4) the failure to maintain the insurance coverage required under Section 13 above; or (5) the failure to comply with all terms of this Agreement.. All PPF equipment shall be completely disconnected and isolated from the Electric Utility System upon termination of this Agreement by either Party. The Customer shall demonstrate to DME’s satisfaction that the PPF has been disconnected. The City reserves the right to disconnect the PPF equipment itself or hire a local qualified electrician to perform such work at the sole expense of the Customer, if Customer fails to properly perform such work within seven (7) days of the date of the Agreement termination. 16. delivered if hand Notices. Notices given under this Agreement are deemed to have been duly delivered or sent by United States certified mail, return receipt requested, postage prepaid, to: (a)If to the City: General Manager Denton Municipal Electric 1659 Spencer Road Denton, Texas 76205 With a copy to: City Attorney’s Office City of Denton 215 E. McKinney St. Agreement for Interconnection and Parallel Operation of Distributed Generation tğŭĻЏƚŅБ Denton, Texas 76201 (b)If to Customer: As provided in Exhibit A The above-listed names, titles, and addresses of either Party may be changed by written notification to the other Party. 17. Entirety of Agreement and Prior Agreements Superseded. This Agreement, including Exhibit A, which is expressly made a part hereof for all purposes, constitutes the entire agreement and understanding between the Parties with regard to the interconnection of the facilities of the Parties at the Points of Interconnection expressly provided for in this Agreement. The Parties are not bound by or liable for any statement, representation, promise, inducement, understanding, or undertaking of any kind or nature (whether written or oral) with regard to the subject matter hereof not set forth or provided for herein. This Agreement replaces all prior agreements and undertakings, oral or written, between the Parties with regard to the subject matter hereof. It is expressly acknowledged that the Parties may have other agreements covering other services not expressly provided for herein, which agreements are unaffected by this Agreement. 18. Governing Law and Regulatory Authority. This Agreement was executed in the State of Texas and must in all respects be governed by, interpreted, construed, and shall be exclusively enforced in accordance with the laws thereof. The provisions and obligations of this Agreement are performable in the City of Denton, Denton County, Texas. Venue shall lie for any lawsuit dealing with this Agreement in the courts of Denton County, Texas. 19. Attorney’s Fees. Should either Party to this Agreement commence legal proceedings against the other to enforce the terms and provisions of this Agreement, the Party who does not substantially prevail in the proceeding(s) shall pay a reasonable amount of attorney’s fees and expenses (including, but not limited to expert witness fees and deposition expenses) incurred by the prevailing Party. 20. Severability. If any term or provision of this Agreement is held by a court to be illegal, invalid, or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each illegal, invalid or unenforceable term or provision there shall be added automatically to this Agreement a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid, or unenforceable. 21. Amendment. This Agreement may be amended only upon mutual agreement of both of the Parties hereto, which amendment will not be effective until it is reduced to writing and executed by the Parties. 22. Invoicing and Payment. Invoicing and payment terms for services associated with this Agreement shall be based upon and consistent with the applicable Ordinances of the City of Denton, Texas. 23. Assignability. Customer and the City agree that this Agreement may not be assigned due to the special nature of the Agreement. Any sale or disposition of the real property and the PPF covered hereby in whole or in part, by Customer will require that the PPF be disconnected from the Electric Utility System until DME has communicated with the new owner about relevant safety issues and until such time as the new owner signs a new Interconnection Agreement with the City. Agreement for Interconnection and Parallel Operation of Distributed Generation tğŭĻАƚŅБ 24.No Waiver. The failure of a Party to this Agreement to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered to waive the obligations, rights, or duties imposed upon the Parties. No waiver of any breach or violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or of a different type of breach or violation. 25.Entire Agreement. It is understood and agreed that this Agreement contains the entire Agreement between the Parties and supersedes any and all prior agreements, arrangements or understandings between the parties relating to the subject matter. This Agreement cannot be changed or terminated orally and no written modification of this Agreement shall be effective unless executed and signed by both Parties. 26.No Third-Party Beneficiaries. This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein undertaken and assumed are solely for the use and benefit of the Parties, their successors-in-interest and, where permitted, their assigns. 27.Paragraph Headings and Construction of Agreement. The descriptive headings of the various articles and sections of this Agreement have been inserted for the convenience of reference only, and are to be afforded no significance in the interpretation or construction of this Agreement. Both Parties hereto have participated in the negotiation and preparation of this Agreement, which shall not be construed either more or less strongly against or for either Party. 28.Gender. Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. 29. Exhibits. All Exhibits to this Agreement are incorporated herewith by reference for all purposes, wherever reference is made to the same. 30.Binding Effect. Except as limited herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, devisees, personal and legal representatives, successors, or assigns. 31.Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an original, but all of which constitute but one and the same instrument. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective duly-authorized representatives on this the ______ day of ___________________, 20__. CITY OF DENTON, \[CUSTOMER\] a Texas home-rule municipal corporation By: _____________________________ By: ___________________________________ Title: ___________________________Title:__________________________________ Date: ___________________________ Date:__________________________________ Agreement for Interconnection and Parallel Operation of Distributed Generation tğŭĻБƚŅБ o Note: The City is not obligated to accept or pay for energy produced by any systems or units over 50 kW unless a separate agreement has been entered into. Establishing risk and insurance requirements Setting procedures for disconnection and/or termination of agreement As noted above, a term of the Interconnection Agreement requires systems over 50 kW to have a separate agreement in place to set the credit rate for any excess generation returned to the grid. Currently, it is standard that all systems 50 kW or small be placed on Schedule DGR rate, which sets the excess generation credit. However, this year, DME received the two applications for commercial systems that exceed the 50 kW size limitation. In order to fully brief Council on this issue, staff will bring back options regarding the rate to be paid for excess generation from this system at a future meeting. RECOMMENDATION Staff recommends approval and execution of Interconnection Agreement with Target Corporation. ESTIMATED SCHEDULE OF PROJECT Target Corporation is scheduled to complete the PV system install by the end of 2017. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was presented to PUB on August 14, 2017. PUB recommends approval (5-0) FISCAL INFORMATION No action required. 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 Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Exhibit 3: Agreement for Interconnection and Parallel Operation of Distributed Generation Respectfully submitted: Bryan Langley Deputy City Manager Prepared by: Elizabeth Ruiz Key Accounts & Energy Programs Admin City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-956,Version:1 AGENDA CAPTION ConsiderapprovalofaresolutionnominatingonemembertotheBoardofManagersoftheDencoArea9-1-1 District; and declaring an effective date. City of DentonPage 1 of 1Printed on 11/1/2017 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: August 15, 2017 SUBJECT Consider approval of a resolution nominating one member to the Board of Managers of the Denco Area 9- 1-1 District; and declaring an effective date. BACKGROUND The Denco Area 9-1-1 District was created in 1987, and is governed by a board of managers appointed by the County, participating cities, and the Denton County Fire Chief's Association. Each year, the term of one of the two members appointed by participating municipalities expires. This year, the term of Sue Tejml expires September 30, 2017. Board members serve in two-year staggered terms and are eligible for reappointment. Three nominations for the position were received from area cities. The three nominees are Sue Tejml, David Terre and Chrystal Davis. The resumes of the nominees are attached to this report along with a list of the current Board Members. Denco requests each city vote for one of the nominees and advise them of its selection prior to September - 1-1 District Board of Managers for the two-year term beginning October 1, 2017. The City previously voted for Sue Tejml in 2013 and 2015. The vote for Sue Tejml. 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: 4.1 Enhance public safety in the community EXHIBITS 1. Agenda Information Sheet 2. Resolution 3. Memorandum from Denco Respectfully submitted: Chuck Springer, 940-349-8260 Director of Finance City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1030,Version:1 AGENDA CAPTION Consider adoption of an ordinance approving a Commercial Operator Airport Lease Agreement between the City of Denton, Texas and James W. and Nancy C. Huff; and providing an effective date. The Council Airport Committee recommends adoption of the ordinance (3-0). City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Transportation CM/ DCM/ ACM: Mario Canizares DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance approving a Commercial Operator Airport Lease Agreement between the City of Denton, Texas and James W. and Nancy C. Huff; and providing an effective date. The Council Airport Committee recommends adoption of the ordinance (3-0). BACKGROUND Airport staff has entered negotiation with James Huff to lease a 0.317 acre building site (Exhibit 2) for construction of a 3,600 square foot hangar (Exhibit 3). The tenant has submitted his proposed hangar development to construct the project over a continuous period of 270 days. The tenant is aware that no construction can begin until a property lease is approved by the City Council and the issuance of a building permit. Due to the location and size of this remnant parcel, the development is limited to one small hangar. The ordinance (Exhibit 4) with the property lease is based on the standard lease agreement used by the Airport and the Legal Department. OPTIONS 1. Approve of the Airport Lease as presented. 2. Approve of the Airport Lease with additional direction and/or modifications to the agreement. 3. Take no action at this time. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council Airport Committee recommended approval of the Airport Lease agreement on July 25, 2017. FISCAL INFORMATION The lease for this 0.317 acre parcel will be for forty (30) years with two (2), five (5) year options beginning at a rate of $0.27 per square foot annually ($3,726) upon issuance of a building permit. Beginning with the second anniversary of an approved lease, and every second year thereafter, the lease rate will be adjusted based upon any increase in the Consumer Price Index (CPI) as provided in the lease terms. During the Council Airport Committee meeting on July 25, 2017, there was a question regarding the $0.27 per square foot lease rate. Since negotiation of this lease agreement was started with the previous Airport Administration, current staff honored the $0.27 per square foot rate provided to the potential tenant. The current rate adjusted for CPI would be approximately $0.29 per square foot. 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: 1.1 Manage financial resources in a responsible manner EXHIBITS 1. Agenda Information Sheet 2. Site Maps 3. Development Concept 4. Ordinance/Lease Agreement Respectfully submitted: Scott T. Gray, C.M., C.A.E. Airport Manager EXHIBIT 2 SITE MAPS Terminal Proposed Site EXHIBIT 3 CONCEPT PLAN City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1031,Version:1 AGENDA CAPTION Consider adoption of an ordinance approving a Commercial Operator Airport Lease Agreement between the City of Denton, Texas and GAhangars, LLC; and providing an effective date. The Council Airport Committee recommends adoption of the ordinance (3-0). City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Transportation CM/ DCM/ ACM: Mario Canizares DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance approving a Commercial Operator Airport Lease Agreement between the City of Denton, Texas and GAhangars, LLC; and providing an effective date. The Council Airport Committee recommends adoption of the ordinance (3-0). BACKGROUND Airport staff has entered negotiation with GAhangars, LLC to lease a 3.241 acre building site (Exhibit 2) for construction of 19-23 hangars or approximately 71,700 square feet of hangar space located at Denton Enterprise Airport as follows: (3) 4,900 square foot hangars, (16) 3,000 square foot hangars, and potentially and additional (3) 3,000 square foot hangars (Exhibit 3). The tenant has submitted his proposed hangar development to construct the project over a continuous period of one and one half (1 ½) years. The tenant is aware that no construction can begin until a property lease is approved by the City Council and the issuance of a building permit. The ordinance (Exhibit 4) with the property lease is based on the standard lease agreement used by the Airport and the Legal Department. OPTIONS 1. Approve of the Airport Lease as presented. 2. Approve of the Airport Lease with additional direction and/or modifications to the agreement. 3. Take no action at this time. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council Airport Committee recommended approval of the lease on July 25, 2017. FISCAL INFORMATION The lease for this 3.241 acre parcel will be for forty (40) years beginning at a rate of $0.27 per square foot annually ($38,118) upon issuance of a building permit. Beginning with the second anniversary of an approved lease, and every second year thereafter, the lease rate will be adjusted based upon any increase in the Consumer Price Index (CPI) as provided in the lease terms. During the Council Airport Committee meeting on July 25, 2017, there was a question regarding the $0.27 per square foot lease rate. Since negotiation of this lease agreement was started with the previous Airport Administration, current staff honored the $0.27 per square foot rate provided to the potential tenant. The current rate adjusted for CPI would be approximately $0.29 per square foot. 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: 1.1 Manage financial resources in a responsible manner EXHIBITS 1. Agenda Information Sheet 2. Site Maps 3. Development Concept 4. Ordinance/Lease Agreement Respectfully submitted: Scott T. Gray, C.M., C.A.E. Airport Manager EXHIBIT 2 GAhangars, LLC SITE MAP Terminal Proposed Site 1 AIRPORT LEASE AGREEMENT COMMERCIAL OPERATOR This Lease Agreement (or "Agreement") is made and executed to be effective as of the ____ day of __________, 2017 Denton, Texas, by and between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor", and GAhangars, LLC., hereinafter collectively referred to as "Lessee". WITNESSETH: WHEREAS, Lessor now owns, controls and operates the Denton Enterprise Airport he City of Denton, County of Denton, State of Texas; and WHEREAS, Lessee desires to lease certain premises at the Airport and to construct and maintain aircraft hangars and related aviation facilities thereon; NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows: I. GENERAL CONDITIONS OF LEASE AGREEMENT A. PRINCIPLES OF OPERATIONS. The right to conduct aeronautical and related activities for furnishing services to the public is granted to Lessee subject to the terms hereof and to Lessee agreeing: 1. To furnish said services on a fair, equal, and not unjustly discriminatory basis to all users thereof; and 2. To charge fair, reasonable, and not unjustly discriminatory prices for each unit or service; provided, that Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. B.NON-DISCRIMINATION.Lessee, for itself, its personal representatives, successors, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: 1. No person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; 2. In the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; 2 3. Lessee shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. C. RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT. It is clearly understood by Lessee that no right or privilege has been granted in this Agreement which would operate to prevent any person, firm or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own employees (including, but not limited to, maintenance and repair) that it may choose to perform. D.NON-EXCLUSIVE RIGHT. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Title 49 U.S.C. §40103. E. PUBLIC AREAS. "Public Areas" is that portion of the Airport, which is now or hereafter considered by the FAA, TxDOT, the City of Denton, or any other regulatory agency with oversight of the Airport to be the obligation and responsibility of the Lessor to operate and maintain for the common use and benefit of the general aviation public. The Airport Public Area includes, without limitation, any air navigation facility or structure designed and intended to serve the general public not specifically subject to an exclusive use agreement such as a lease agreement, license, or permit.The Airport Public Areas include all runways, taxiways and other common-use paved, graveled or turfed areas, and their respective protection zones, safety areas, and/or object free areas; any other facility or facilities at the Airport that are eligible for federal or state grants or subsidies awarded on the basis of their serving the benefit of the public (including runways, taxiways, vehicle streets and alleys, public aircraft aprons/tarmac, vehicle parking areas, and drainage structures); field lighting and associated beacon and lighted wind and landing direction indicators; security, fire, and emergency medical facilities; directional signs; and perimeter or restricted access fences. Generally, the Public Area is the total area and facilities of the Airport exclusive of all non-public airport facilities, and may vary from time to time depending on the total land comprising the Airport and the change of land use at the Airport. F. LESSOR AND THIRD PARTY RIGHTS. 1. Lessor reserves the right to further develop or improve the Public Area of the Airport and any other property at the Airport not part of the Leased Premises as it sees fit, regardless of the desires or views of Lessee, and without interference or hindrance. 3 2. Lessor shall be obligated to maintain and keep in good repair the Public Area, together with the right to direct and control all activities of Lessee in this regard. 3. During time of war or national emergency, Lessor shall have the right to lease the Public Area or any part thereof to the United States Government for military or naval use, and, if such lease is executed, the provisions of this instrument insofar as they are inconsistent with the provisions of the Lease Agreement to the Government, shall be suspended. 4. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on or adjacent to the Airport which, in the opinion of Lessor, would limit the usefulness or safety of the Airport or constitute a hazard to aircraft or to aircraft navigation. The Lessee Improvements as currently contemplated in Section II.D do not violate this provision. 5. This Lease Agreement shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States or agency thereof, relative to the operation or maintenance of the Airport. 6. This Lease is given and entered into and subject to all laws, ordinances, statutes, rules, regulations, directives, permits, or standards of any governmental authority, entity, or agency (including, without limitation, the City of Denton, Texas, the State of Texas, the Federal Aviation Administration, and the Texas Department of Transportation), whether now in existence or hereafter enacted, adopted or imposed, and including, without limitation, any and all grant agreements or grant assurances now existing or as hereafter agreed to, adopted or imposed. II. LEASED PREMISES Lessor, for and in consideration of, and subject to, the terms, covenants and conditions set forth in this Lease Agreement to be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby lease from Lessor, for the lease term described in Article III, the following described land situated in Denton County, Texas: A. LAND. A tract of land, being approximately 141,178 square feet or 3.241acres,as described on Attachment incorporated herein by reference (the Together with the right of ingress and egress to the Leased Premises and the right in common with others so authorized of passage, upon the Public Area, subject to reasonable regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers, patrons and invitees. For purposes of this Lease Agreement, the term "Leased 4 Premises" shall mean all property located within the parcel described in Attachment "A", including allLease Improvements (as defined below) constructed or assumed by the Lessee, but not including easements or property owned and/or controlled by the Lessor, if any. B. LESSEE ACCEPTS LEASED PREMISES. EXCEPT AS EXPRESSLY PROVIDED IN THIS LEASE AGREEMENT, THE IS,,LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE DESCRIPTION, TITLE, VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE LEASED PREMISES AND/OR MATERIALS CONTAINED OR LOCATED IN, ON, OR UNDER THE LEASED PREMISES, THE NATURE OF THE PAST OR HISTORIC USE OF THE LEASED PREMISES, AND/OR MERCHANTABILITY, SUITABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE LEASED PREMISES, ABSENCE OF LATENT DEFECTS AND COMPLIANCE WITH LAWS AND REGULATIONS RELATED TO THE LEASED PREMISES. Lessee further acknowledges that, in executing and accepting this Lease Agreement, it has relied solely upon its independent evaluation and examination of the Leased Premises, public records relating to the Leased Premises, and the independent evaluations and studies based thereon.Lessor makes no warranty or representation as to the accuracy, completeness, or usefulness of any information furnished to Lessee, if any, whether furnished by Lessor or any third party. Lessor, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of any material furnished by Lessor, if any, or any of its officers, employees, elected officials and/or agents, and/or any other person or party, if any, and Lessee hereby releases such parties from and against any claims related to such matters. Reliance on any material so furnished shall not give rise to any cause, claim, or action against Lessor, its officers, employees, elected officials and/or agents, and any such reliance shall be at Lessee Lessee has satisfied itself as to the title, type, condition, quality, and extent of the property and property interests which comprise the Leased Premises and the interests and rights provided by this Lease Agreement. C. IMPROVEMENTS PROVIDED BY LESSOR.NONE: There will be no improvements provided by Lessor, except as may be set forth in Article II.F.Access to . The term "Lessor Improvements" shall mean those things on or adjacent to the Leased Premises belonging to, constructed by, or to be constructed by the Lessor. Unless otherwise noted herein, all Lessor Improvements are and will remain the property of Lessor. D. IMPROVEMENTS PROVIDED BY LESSEE. Lessee shall construct or cause to be constructed buildings and other improvements on the Leased Premises and the appl 5 BLessee's sole cost, expense, and risk (except as may be otherwise agreed to between Lessor and Lessee) in accordance with the plans and specifications which are subject to the review and approval in writing by the Lessor, as set forth herein and Article VIII, below. shall also include those real property and structural improvements having been made prior to the Effective Date and now existing on the Leased Premises, other than Lessor Improvements, if any. Lessee shall own such Lessee Improvements during the Lease Term, as provided in Article VIII. Except as provided otherwise in this Agreement, Lessee may not construct, locate, install, place, or erect any other improvements upon the Leased Premises or the Public Area. Lessee shall also construct appropriate culverts or drainage as required by City ordinances, as well as other improvements as determined necessary by Lessor or as required by City ordinances Construction of Lessee Improvements shall be commenced no later than 270 days and completed no later than 550 days, For the purposes hereof, construction of theLessee Improvements shall be deemed to have commenced when all of the following events have occurred: (i) Lessor's written approval and acceptance of the final construction design plans and specifications; (ii) Lessee has been issued the required building permit(s) or licenses necessary to construct the Lessee Improvements; (iii) Lessee shall have received (and shall have provided or caused to be provided to Lessor) a true and correct copy of the FAA's determination to Lessee's filing Form 7460 Notice of Proposed Construction or Alterations or other such filings required by the FAA and/or TxDOT; (iv) execution of a contract with a qualified general contractor; (v) proof of required Builder's Risk Insurance Policy and Payment and Performance Bond, as required in Article VIII, below; and (vi) the initiation of actual mobilization of construction equipment on the Leased Premises and/or the area of the Public Area wherein Lessee Improvements are to be constructed, if any. Construction of the Lessee Improvements shall be considered complete upon (i) the issuance of a Certificate of Occupancy for the Lessee Improvements (other than the Lessee Improvements located on the Public Areas); and (ii) acceptance by the Lessor of the Lessee Improvements constructed upon the Public Areas, if applicable. In addition, as a condition precedent to the effectiveness of this Lease Agreement, within 180 days after the Effective Date of this Lease Agreement, Lessee shall provide to Lessor (i) a written estimate to construct Lessee Improvements certified by the design architect or engineer and prepared by a contractor who has demonstrated experience in the successful schedule of construction to complete Lessee Improvements; and, (iii) a written loan commitment from a lending institution providing for funding to cover the Construction Cost Estimate (collec Should the Conditions Precedent not be met, either party may terminate this Lease Agreement by giving the other party written notice, in which case this Lease Agreement shall be null and void and of no further force and effect. Such termination shall not prevent the Lessee from submitting a new proposed lease request at a later date. The parties may extend the 60 day time period if agreed to by Lessor and Lessee, as evidenced in writing duly authorized and executed by 6 7 A. LAND AND RENTAL.Rental shall be due and payable to Lessor in the sum of $0.27 per net square foot, as determined and provided in Attachment "A",said sum being stipulated herein as $38,118.00 per year (the st monthly installments in the sum of $3,176.50 in advance, on or before the 1 day of each and every month during the term of this Lease Agreement,beginning with the first day of and then the first day of the month following receipt of a building permit for the parcel to this Agreement. Lessee has the option to pay annual rentals and fees in whole on or before the 1st day of August each and every year of this Lease Agreement. Notwithstanding the foregoing, the annual rental will be reduced by the current lease rate per square foot, as adjusted by the CPI-U referenced in Section IV.C, times the number of square feet comprising all easements established in accordance with Section II.E. The rent provided herein shall be net return to Lessor, free of any loss, expense or charge, including without limitation, maintenance, construction, reconstruction, repairs, replacement, insurance, taxes and assessments. B. LESSOR IMPROVEMENTS RENTALS. None. There are no Lessor Improvements on the Leased Premises as of the Effective Date. C. PAYMENT, PENALTY, ADJUSTMENTS. All payments due Lessor from Lessee shall be made to Lessor at the offices of the Finance Department of the City of Denton, , Denton, Texas, unless otherwise designated in st writing by the Lessor. If payments are not received on or before the 1 day of the month, the lesser of the maximum amount allowed by law and a five percent (5%) penalty, will be due as of the 16th. If payments are not received by the first of the subsequent month, an additional penalty of the lesser of the maximum amount allowed by law and one percent (1%) of the unpaid rental/fee amount will be due. The lesser of the maximum amount allowed by law and one percent (1%) will be added on the first of each subsequent month until the unpaid rental/fee payment is made.Notwithstanding anything herein to the contrary, any such penalty shall be limited to but not exceed the maximum amount provided by law, if any The Original Rent for the Leased Premises shall be readjusted at the end of each two (2) year period during the Lease Term, starting onthe 1st day of August 2019 and every two (2) years thereafter, on the basis of the proportion that the then current United States Consumer Price Index for all urban consumers (CPI-U) for the Dallas-Fort Worth Bureau of Labor Statistics bears to the May 2017 index, which was 225.264 (1982-84 = 100). Each rental adjustment, if any, shall occur on the 1st day of August, beginning 2019, and every second year thereafter on such date. The adjustments in the yearly rent shall be determined by multiplying the Original Rent by a fraction, the numerator of which is the index number for the last month prior to the adjustment, and the denominator of which is the index number applicable at the 8 execution of this Lease Agreement. If the product of this multiplication is greater than the Original Rent, Lessee shall pay this greater amount as the yearly rent until the time of the next rental adjustment as called for in this section. If the product of this multiplication is less than the Original Rent there shall be no adjustment in the annual rent at that time, adjustment as called for in this section. In no event shall any rental adjustment called for adjustment shall be limited so that the annual rental payment determined for any given two-year period shall not exceed the annual rental payment calculated for the previous CPI adjustment by more than twenty percent (20%) percent. If the consumer price index for all urban consumers (CPI-U) for the Dallas-Fort Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor Statistics, is discontinued during the Lease Term, the remaining rental adjustments called for in this section shall be made using the formula set forth above, but by substituting the index numbers for the Consumer Price Index-Seasonally Adjusted U.S. City Average For All Items For All Urban Consumers (CPI-U) for the index numbers for the CPI-U applicable to the Dallas-Fort Worth geographical region. If both the CPI-U for the Dallas-Fort Worth geographical region and the U.S. City Average are discontinued during the Lease Term, the remaining rental adjustments called for in this section shall be made using the statistics of the Bureau of Labor Statistics of the United States Department of Labor that are most nearly comparable to the CPI-U applicable to the Dallas-Fort Worth geographical region. If the Bureau of Labor Statistics of the United States Department of Labor ceases to exist or ceases to publish statistics concerning the purchasing power of the consumer dollar during the Lease Term, the remaining rental adjustments called for in this section shall be made using the most nearly comparable statistics published by a recognized financial authority selected by Lessor. V. RIGHTS AND OBLIGATIONS OF LESSEE A. USE OF LEASED PREMISES. Lessee is granted the non-exclusive privilege to engage in owner/operator activities providing only the following aviation services: 1.Hangar and Office Space Leasing. Lessee is granted the non-exclusive right to rent hangar and office space. 2.General Aircraft Maintenance.Lessee is granted the non-exclusive right to conduct airframe and power plant maintenance services. 3.Aircraft Management Services.Lessee is granted the non-exclusive right to manage aircraft and flight operations for third parties. 4.Aircraft Sales and Brokerage.Lessee is granted the non-exclusive right to engage in the sale and/or brokering of aircraft. 9 5.Tie-Down Services.Lessee is granted the non-exclusive right to charge for tie- Lessee, its tenants, employees, invitees, and guests shall not be authorized to conduct any services not specifically listed in this Lease Agreement. The use of the Leased Premises by Lessee, its tenants, employees, invitees, or guests shall be limited to only those private, commercial, retail, or industrial activities having to do with or related to airports and avia- tion, as provided herein. Except as specifically authorized in this Lease Agreement, no person, business or corporation may operate a commercial, retail, or industrial business upon the Leased Premises or upon the Airport without a lease or license from Lessor authorizing such commercial, retail or industrial activity. B. STANDARDS.Lessee shall meet or exceed the following standards and perform the following activities or actions: 1. Address.Lessee shall file with the Airport Manager and keep current its mailing addresses, telephone numbers and contacts where it can be reached in an emergency. 2. List.Lessee shall file with the Airport Manager and keep current a list of its sub-lessees and shall keep current and provide to the Airport Manager, as requested, a list of all aircraft hangared or tied down on the Leased Premises within the previous twelve (12) month period. 3. Conduct. Lessee shall contractually require its employees and sub-lessees (and sub-lessee's invitees) to abide by the terms of this Lease Agreement. Lessee shall promptly enforce its contractual rights in the event of a default of such covenants by such employees and sub-lessees (and sub-lessees invitees). 4. Utilities, Taxes and Fees.Lessee shall meet and pay all expenses and payments in connection with the use of the Leased Premises and the rights and privileges herein granted, including the timely payment of utilities, taxes, permit fees, license fees, and assessments lawfully levied or assessed. 5. Laws. Lessee, at Lessee's sole cost and expense, shall comply with all current and future federal, state, and local laws, rules and regulations which may apply to the conduct of business contemplated and/or occupation of the Leased Premises, including rules, regulations, and ordinances promulgated by Lessor, and Lessee shall keep in effect and post in a prominent place all necessary and/or required licenses or permits. 6. Maintenance of Property. Lessee shall be responsible for the maintenance, repair, and upkeep of all property, buildings, paving, structures and improvements, including the mowing or elimination of grass and other vegetation on the Leased Premises and the Lessee Improvements constructed on the Public Area, if any, and shall keep the Leased Premises neat, clean, and 10 in respectable condition, free from any objectionable matter or thing, including trash or debris. Lessee agrees not to utilize or permit others to utilize areas on the Leased Premises which are located on the outside of any hangar or building for the storage of wrecked or permanently disabled aircraft, aircraft parts, automobiles, vehicles of any type, or any other equipment or items which would distract from the appearance of the Leased Premises. 7. Exterior Maintenance of Buildings. During the Lease Term, Lessor shall have the right to require, not more than once every five years, that the metal exterior of hangar(s) and building(s) located on the Leased Premises be inspected to identify any deterioration beyond normal wear. The Lessor may require Lessee to repair reasonable specifications, including paint and metal restoration, if needed. Lessee shall complete any repair in accordance with such specifications within one (1) year of receipt of notice from Lessor. Lessee shall pay all costs and expenses involved in the hangar or building restoration process. 8. Unauthorized Use of Leased Premises. Lessee may not use any of the Leased Premises for any use not authorized herein unless Lessor gives Lessee prior written approval of such additional use. Without limiting the foregoing, the Leased Premises shall not be used for the operation of a motel, hotel, restaurant, private club or bar, apartment house, flea market type sales, industrial, commercial, retail sales,storage of recreational vehicles, automobiles, or marine vehicles not incidental to uses permitted by this Lease, or any other use or purpose not expressly authorized by this Lease. 9. Dwellings. No dwelling or domicile may be built, moved to, or established on or within the Leased Premises, nor may Lessee, its tenants, employees, invitees, or guests be permitted to reside or remain as a resident on or within the Leased Premises or other Airport premises. Lessee may have a pilot lounge, including restroom and shower facilities, for use by flight crew and passengers. 10. Quit Possession. Lessee shall quit possession of the Leased Premises at the end of the Lease Term, or upon cancellation or termination of the Lease Agreement, and deliver up the Lease Premises to Lessor in as good condition as existed when possession was taken by Lessee and as Lessee has constructed, or accepted at the beginning of the Term, including the Lessee Improvements and Lease Improvements provided in Section II.D and Article VIII, hereof, reasonable wear and tear excepted. 11. Indemnity and Release. Lessee shall indemnify, hold harmless, and defend the Lessor, its officers, agents, elected officials and employees, and hereby releases Lessor, its officers, agents, elected officials and employees, from and against any and all claims, liens, suits, liabilities, causes of action, demands, losses, damages and/or actions for damages, injuries to persons 11 (including death), property damage (including loss of use), and expenses, including court costs, attorneys' fees and other reasonable costs occasioned by, arising from or incidental or related to the Lessee's occupancy or use of the Leased Premises or the Airport, the activities of Lessee and/or any party acting under the authority of, or rights granted by, Lessee conducted in connection with or incidental to this Lease Agreement, nder this Lease Agreement, including without limitation all such Claims based on common, constitutional, or statutory law or regulation, whether existing as of the date hereof or as may be created or recognized hereafter.Lessee must at all times exercise reasonable precautions on behalf of, and be solely responsible for, the safety of its officers, employees, agents, customers, visitors, invitees, licensees, and other persons, as well as the Leased Premises and Lease Improvements, while in, on, or involved in any way with the use or occupation of the Leased Premises. Without limiting the indemnity and release provided herein, the Lessor shall assume no responsibility or liability for harm, injury, or any damaging events which are directly or indirectly attributable to premise defects, whether real or alleged, which may now exist or which may hereafter arise upon the Leased Premises, responsibility for all such defects being expressly assumed by the Lessee. The Lessee agrees that, without limiting the indemnity and release provided herein, this indemnity and release provision applies to all Claims arising from all premise defects or related to the condition of the Leased Premises and/or the Lease Improvements, of any kind or type. THE LESSOR AND THE LESSEE EXPRESSLY INTEND THIS PROVISION TO RELEASE LESSOR, ITS OFFICERS, AGENTS, ELECTED OFFICIALS, AND EMPLOYEES AND TO REQUIRE LESSEE TO INDEMNIFY AND DEFEND THE LESSOR, ITS OFFICERS, AGENTS, ELECTED OFFICIALS, AND EMPLOYEES, FROM AND AGAINST ALL MATTERS SET FORTH IN THIS SECTION V.B.11 FROM THE CONSEQUENCES OF, CAUSED BY OR RELATED TO , OF ANY KIND, TYPE OR DEGREE, EXCEPT AS SPECIFICALLY PROVIDED BELOW. NOTWITHSTANDING THE TERMS OF THE PRECEDING SENTENCES, THIS INDEMNITY AND RELEASE PROVISION DOES NOT APPLY TO ANY CLAIM, WHERE THE INJURY, DEATH, OR DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF THE LESSOR UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. The provisions of this Section V.B.11, shall survive the expiration and termination of this Lease Agreement. 12 12. Chemicals and Other Substances. Lessee shall properly store, use, collect, and dispose of all chemicals, chemical residues, paints, and/or any other pollutant, contaminant, intermediate, hazardous substance, waste, asbestos containing material, petroleum product, and any substance containing any of ;, including without limitation, paint spray in the atmosphere; and to comply with all local, state, and federal statutes, rules, regulations, and ordinances governing the storage, handling, use, or disposal of such Chemicals. Further, the Lessee shall be solely responsible for, and without limiting the provisions of Article V.B.11, shall indemnify Lessor against any and all claims, losses, liens, suits, fines, penalties, liabilities, damages, causes of action, and demands, including without limitation, costs, liabilities, and damages associated with the cleanup, remediation, and disposal of said Chemicals, damage to the environment or natural resources, property damage and/or injury, disease, or death of any person, related to discharges or releases, whether accidental or intentional, of any Chemical or any other matter, claim, loss, lien, suit, liability, damage, demand, or cause of action associated with or related to the Chemicals. 13. Hazardous Activities. Should Lessee violate any statute, rule, restriction, order, ordinance, or regulation of the City of Denton or the Federal Aviation Administration, or any other regulatory authority, or should the Lessee engage in or permit other persons or agents to engage in activities which could produce hazards or obstruction to air navigation, obstructions to visibility or interference with any aircraft navigational aid station or device, whether airborne or on the ground, then Lessor shall state such violation in writing and deliver written notice to Lessee or, if so elected by Lessor, Lessee's agent on the Leased Premises, or to the person(s) on the Leased Premises who are causing said violation(s), and upon delivery of such written notice, Lessor shall have the right to demand that the person(s) responsible for the violation(s) cease and desist from all such activity creating the violation(s). In such event, Lessor shall have the right to demand that corrective action, as required, be commenced immediately to restore the Leased Premises into conformance with the particular statute, rule, restriction, order, ordinance, or regulation being violated or to remove or remediate any hazard described herein. Should Lessee, Lessee's agent, or the person(s) responsible for the violation(s) fail to cease and desist from said violation(s) and to immediately commence correcting the violation(s), and to complete said corrections within twenty-four (24) hours following written notification, then Lessor shall have the right to enter onto the Leased Premises and correct the violation(s) at the sole cost and expense of Lessee, and Lessor shall not be responsible for any damages incurred to any improvements on the Leased Premises as a result of the corrective action process. In addition, such violation shall be considered a material default by Lessee authorizing Lessor, at its sole option and discretion, to immediately terminate and cancel this Lease Agreement and to exercise any and all other rights and remedies available to it under this Lease Agreement. 13 C. SIGNS placed on the exterior of the Lease Improvements, Lessor Improvements, if applicable, or on any portion of the Leased Premises or Airport property without the prior written approval of Lessor. Lessee, at its sole expense, shall be responsible for the creation, installation and maintenance of all such Signage. Lessee,without limiting the general nature of Section V.B.11, shall pay to Lessor any and all damages, injuries, or repairs resulting from the installation, maintenance, or repair of any such Signage. Any Signage placed on the Leased Premises shall be maintained at all times in a safe, neat, sightly, and good physical condition. All signage shall be removed from the Leased Premises by Lessee immediately upon receipt of instructions for removal of same from Lessor, including without limitation, upon expiration or termination of this Lease Agreement. If Lessee fails to remove the Signage, then Lessor may do so at the sole cost and expense of Lessee. Subject to approval by Lessor as provided herein,Lessee may place two wall signs, no greater than thirty-two square feet each, identifying the commercial hangar operation. Notwithstanding anything contained herein to the contrary, all signage shall comply with all applicable City of Denton ordinances, including the City of Denton sign ordinance. D. ENTRY.Lessor and its designees shall have the right to enter the Leased Premises upon reasonable advance notice (written or oral) and at any reasonable times for the purposes of inspecting the Leased Premises, performing any work which Lessor elects to perform under this Lease Agreement, and exhibiting the Leased Premises for sale, lease, or mortgage. Nothing in this section shall imply any duty upon Lessor to do any work or perform any activity, which under any other provision of this Lease Agreement Lessee is required to perform, and any performance by Lessor shall not constitute a waiver of any default by Lessee hereunder. VI. COVENANTS BY LESSOR Lessor hereby agrees as follows: A. PEACEFUL ENJOYMENT. Upon payment of all rent, fees, and performance of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee (subject to the terms and conditions of this Lease Agreement) shall peaceably hold and enjoy the Leased Premises and all rights and privileges herein granted; however,Lessee accepts this Lease Agreement subject and subordinate to any recorded mortgage, deed of trust, or other lien presently existing upon, or to any other matter of record in the Real Property Records of Denton County, Texas and/or that Lessee is otherwise charged with notice or inquiry notice, affecting the Leased Premises. B. COMPLIANCE. Lessee will not be legally liable for any action of trespass or similar cause of action by virtue of any aerial operations of adjoining property in the course of normal take-off and landing procedures from the Airport. 14 VII. WEIGHT LIMIT OF AIRCRAFT A. RUNWAYS AND TAXIWAYS. Lessee shall limit all aeronautical activity, including without limitation, landing, take-off and taxiing, to aircraft having an actual weight, including the weight of its fuel, of thirty thousand (30,000) pounds or less, unless and until such time that the runway and designated taxiways on the Airport have been improved to handle aircraft of such excessive weights. It is further agreed that, based on qualified engineering studies, the weight restrictions and provisions of this clause may be adjusted, up or down, and that Lessee agrees to abide by any such changes or revisions as such studies may dictate. "Aeronautical activity" referred to in this clause shall include any activity of the Lessee or its agents or subcontractors, and its customers and invitees, but shall not include those activities over which it has no solicitory part or control, such as an unsolicited, unscheduled, or emergency landing. Violation of the provisions of this section on two or more occasions during the Term shall be sufficient to cause (i) the immediate termination of this Lease Agreement, without opportunity to cure by Lessee; (ii) shall otherwise constitute a default hereunder wherein Lessor may resort to all other remedies provided in this Lease Agreement; and (iii) without limiting the provisions of Section V.B.11, subject Lessee to liability for any damages to the Airport that might result. Nothing contained herein shall be construed as creating any obligation on the part of Lessor to improve or modify any part of the Airport. VIII. LEASEHOLD IMPROVEMENTS A. ADDITIONAL CONSTRUCTION OR IMPROVEMENTS.In addition to the Lessee Improvements, subject to the terms of this Article VIII, Lessee may construct upon the Leased Premises, at its own cost and expense, buildings, hangars, and structures, that Lessor and Lessee mutually agree in their discretion, are necessary for use in connection ; pro- vided however, Lessee shall comply with all of the requirements of this Article VIII. B. REQUIREMENTS FOR LEASE IMPROVEMENTS.Before commencing construction activities related to the Lessee Improvements and/or the Additional Improvements upon the Leased Premises (the Additional Improvements and the Lessee Improvements are collectively referred to in this Lease Agreement as to Lessor: 1.Documentation, specifications, or design work,prepared by an architect and/or engineer selected by Lessee which shall be reviewed and approved by the Lessor, which shall establish that the improvements to be built or constructed upon the Leased Premises and Public Area, if applicable, are in conformance with the overall size, shape, color, quality, and design, in appearance and structure of the program established by Lessor on the Airport. 15 2.All plans and specifications showing the location upon the Leased Premises and Public Area, if applicable, of the proposed construction and improvements. 3. The estimated cost of such construction. No construction may commence until Lessor has approved the plans and specifications and the location of the Lease Improvements and the Public Area, if applicable, and the estimated costs of such construction. Approval by the Lessor of construction in conformity with the terms of this Lease Agreement shall not be unreasonably withheld. B.1. CONSTRUCTION OF LEASE IMPROVEMENTS. 1. Construction and modification of the Lease Improvements shall be performed in a good and workmanlike manner and in compliance with all applicable building codes, rules, standards, zoning, and other ordinances and all state and federal standards (including, without limitation, Title III of the Americans With Disability Act of 1990, any state statutes, governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such laws, as amended from time to time). 2.Without limiting the provisions of Section V.B.11,Lessee shall promptly pay and discharge all costs, expenses, claims for damages or injury (including without limitation claims for personal injury or death, or property damage or destruction, or economic loss), liens, and any and all other liabilities and obligations which arise in connection with such construction. 3. Lessee shall cause each contractor performing any work or otherwise occupying the Leased Premises or Public Area and/or Airport related to the Lease Improvements or pursuant to the authority provided to Lessee hereunder, to indemnify the Lessor and its officers, agents, elected officials, and employees to the same extent provided by Lessee to Lessor in Section V.B.11. 4. Lessee shall properly and timely submit to the FAA, TxDOT, and any other governmental entity or agency having jurisdiction regarding the Airport, a Notice of Proposed Construction and any and all other documents or materials as may be required, when and as required. 5. Without limiting the rights to Lessor provided in Section V.D,Lessor has the right and is authorized by Lessee at all times during any construction project to enter upon the Leased Premises to observe the performance of such construction. Nothing contained herein shall be construed as an obligation, of any kind or type, on the part of Lessor related to the construction activities and/or to assure provisions of this Lease Agreement. 16 6.No later than thirty (30) days after completion of the Lease Improvements, Lessee shall submit to Lessor detailed as-built plans of the Lease Improvements and documentary evidence acceptable to Lessor evidencing Improvements 7. No improvements to the Leased Premises, including without limitation, the Lease Improvements, may be removed from the Leased Premises during the Term hereof, unless otherwise specifically authorized herein. 8. Lessee shall cause the general contractor to obtain (i) payment bonds for construction contracts greater than Fifty Thousand and no/100 Dollars ($50,000); and (ii) payment and performance bonds for construction contracts greater than One Hundred Thousand and no/100 Dollars ($100,000), for each construction activity on the Leased Premises and Public Area, if applicable, each naming the Lessor as an Additional Obligee. Lessee shall furnish such bonds to Lessor prior to any work on the Leased Premises or Public Area, if applicable.Additionally, any and all insurance provided by the general contractor to Lessee shall name the Lessor as an Additional Insured and/or Loss Payee, as applicable, and provide the following coverages, at a minimum: Commercial General Liability - $1,000,000 per occurrence and $2,000,000 aggregate Business Automobile Liability - $500,000 per occurrence and $1,000,000 aggregate Statutory Limits 100% of the completed value C. OWNERSHIP OF IMPROVEMENTS.Except as otherwise provided in this Lease Agreement, the improvements now located, or constructed, or to be constructed upon the Leased Premises by Lessee (including without limitation, the Lease Improvements), but excluding the Lessor Improvements, if any, shall remain the property of Lessee during the Lease Term subject to the following conditions, terms and provisions: 1. Upon the termination of this Agreement, whether by expiration of the Term hereof, by reason of default on the part of Lessee, or for any other reason whatsoever, the improvements (including without limitation, the Lease Improvements), and all parts thereof, shall merge with the title of, or be otherwise considered and deemed a part of the real property, free and clear of any claim of Lessee and all persons or entities claiming under or through Lessee (including, without limitation, any holder of a leasehold mortgage), and shall become the property of Lessor; provided, however: (i) if Lessee is not then in default hereunder, Lessee shall have the right to remove all personal property and trade fixtures owned by Lessee from the Leased Premises, but Lessee shall be required to repair any damage to the 17 Leased Premises caused by such removal in a good and workmanlike manner and at sole cost and expense; and (ii) Lessor may elect to require Lessee to remove all or part of the improvements (other than the Lessor Improvements) from the Leased Premises prior to the expiration or earlier termination of this Lease Agreement and restore the Leased Premises to the condition in which the same existed as of the Effective Date of this Lease, as concerns the improvements required to be removed by Lessor, which said removal shall be completed no later than the last day of this Lease Agreement, whether expired or earlier terminated, in which event Lessee shall promptly perform such removal and restoration in a good and workmanlike manner and at Lessee's sole cost and expense; and (iii) Upon such expiration or earlier termination, Lessee shall deliver the Leased Premises to Lessor in good condition, reasonable wear and tear expected, and shall, at Lessor evidencing the termination of this Agreement, expressly stating the termination or expiration date thereof. 2. The Lessor Improvements, if any, shall remain the property of Lessor at all times during and after the expiration or earlier termination of this Lease Agreement. 3. Nothing contained herein shall be construed to limit or prohibit Lessor and Lessee from mutually agreeing to either (i) amend or modify this Lease Agreement or, (ii) enter into a new agreement to supersede and replace this Lease Agreement, which may, among other things, effectively extend or otherwise defer the transfer of title and ownership of the Lease Improvements to Lessor as provided for in this Section VIII.C, prior to the expiration of this Lease Agreement.However, nothing contained herein shall be deemed or construed to require any amendment or modification of this Lease or the entering into of a new lease agreement. Any such action shall be at the sole and absolute discretion of Lessor and Lessee. IX. COLLATERAL ASSIGNMENT A. CONSENT TO ENCUMBER.Lessee shall not collaterally assign this Lease or otherwise encumber the estate created by this Lease Agreement without the written consent of Lessor, which such consent shall be at Lessor's sole discretion. As conditions to such consent, Lessor may require from Lessee and/or the Secured Party (herein so called) any commitment, condition, or requirement deemed necessary or advisable by Lessor, including without limitation, provision for: 18 1. Express agreement that the Lessee shall in no way be released from any of its obligations under this Lease Agreement, including without limitation, the obligation to pay rent; 2. The Secured Party topromptly provide Lessor notice of any default by Lessee in any obligation to Secured Party; and 3. The Secured Party to provide notice to Lessor at least fifteen (15) days prior to (i) accelerating any indebtedness owed by Lessee to Secured Party; (ii) initiation of any foreclosure proceedings; and/or (iii) any other actions to enforce any financial obligation of Lessee to Secured Party. B. USE OF LOAN PROCEEDS. 1. Any funds borrowed by Lessee in which this Lease Agreement or the estate created by this Lease Agreement are utilized as security or collateral, in whole or in part, may be used only for (i) obtaining funds for the construction of the Lease Improvements, as described in Section II.D and Article VIII hereof; (ii) for acquisition of the leasehold estate created by this Lease; or (iii) any other purpose which may be approved from time to time by Lessor, in writing, in its sole discretion. C. LIEN. No lien contemplated by this Article IX shall constitute a lien on s fee title. Any indebtedness secured by a lien against or on the estate created by this Lease Agreement or this Lease shall at all times be and remain inferior and subordinate to conditions, covenants, and obligations of this Lease Agreement and to all o X. RIGHT OF EASEMENT Lessor shall have the right to establish easements, at no cost to Lessor, upon the Leased Premises for the purpose of (i) providing underground utility services to, from, or across the Airport property; or (ii) for the construction of public facilities and/or infrastructure on the Airport. However, any such easements shall not interfere with Lessee's use of the Leased Premises and Lessor shall restore the Leased Premises to as close to its original condition as is reasonably practicable upon the installation of any utility services on, in, over, or under any such easement at the conclusion of such construction. Construction within the easement upon the Leased Premises shall be completed within a commercially reasonable time. XI. ASSIGNMENT OF LEASE Lessee expressly covenants that it (i) will not assign this Lease Agreement; (ii) convey more than fifty percent (50%) of the voting interest in its business or entity as of the Effective Date of this Lease Agreement, through the sale of stock or otherwise; or (iii) transfer, license, or sublet the whole or any part of the Leased Premises for any purpose, 19 except for rental of hangar space or tie-down space for storage of aircraft only, without the prior written consent of Lessor. Lessor agrees that it will not unreasonably withhold its approval of such sale, sublease, transfer, license, or assignment of the facilities for Airport related purposes.The provisions of this Lease Agreement shall remain binding upon the Lessee and the sublessees and assignees, if any, of Lessee. XII. CASUALTY LOSS/CONDEMNATION A. CASUALTY/TOTAL OR PARTIAL DESTRUCTION.In the event the Leased Premises, or any improvements located thereon, are damaged by casualty, regardless of the extent of the damage or destruction or whether insurance proceeds, if any, are sufficient, Lessee shall, at its sole cost, risk and expense, promptly, but in no event to be later than six (6) months after such casualty, commence and complete with diligence, the restoration, repair and/or replacement of any such improvements to substantially the same condition as they existed prior to the casualty loss, conditioned upon the following provisions: 1. Any and all activities related to the restoration, repair, and replacement of the damaged improvements, shall be subject to (i) , as provided in Section II.Dand Article VIII, as applicable to the improvement affected by casualty; and (ii) the provisions set forth in this Section XII.A. 2. Lessor, as loss payee under the all risk property insurance coverage required by this Lease Agreement, shall be entitled to approve disbursements of the insurance proceeds as restoration, repair, and replacement activities are completed by Lessee. 3.Lessee shall take and complete whatever actions are necessary, if applicable, to obtain disbursement authority of insurance proceeds from any secured party possessing a lien on the leasehold estate created by this Lease Agreement. 4. In the event Lessee fails to promptly commence restoration, repair, and/or replacement of the damaged improvements in conformance with the provisions hereof, Lessee shall be in default under this Lease Agreement, in which event Lessor may seek any remedies available hereunder, and Lessee shall provide such endorsements or take any other actions necessary, including without limitation, any action required of any secured party, to cause all of the insurance proceeds payable due to such damage or casualty loss to be paid to Lessor. B. TOTAL OR PARTIAL CONDEMNATION. 1. If the Leased Premises or any part of them are taken by condemnation as a result of any action or proceeding in eminent domain, or are transferred in lieu of condemnation to any authority entitled to exercise the power of 20 award or consideration for the transfer and the affect of the taking or transfer of this Lease Agreement. 2. In the event the entire Leased Premises are taken or transferred as described in Section XII.B.1, above, this Lease Agreement and all the rights, titles and interest under it will cease on the date that title to the Lease Premises vests in the condemning authority, and the proceeds of the condemnation shall be the property of Lessor. 3. If only part of the Leased Premises is taken or transferred, as described in Section XII.B.1 reasonable judgment, the remainder of the Leased Premises is in such a location, or is in such form, shape, cannot be effectively and practicably operated upon the remaining portion of the Leased Premises. In such event, this Lease Agreement and all rights, title and interest under it will cease on the date that the title to the portion of the Leased Premises taken or transferred vests in the condemning authority. The proceeds of the condemnation shall be the property of Lessor. 4.In the event part of the Leased Premises is taken or transferred as described in Section XII.B.1 remainder of the Leased Premises is in such a location and in such form, shape, cticably operated on the remaining portion of the Leased Premises, this Lease shall terminate with the respect to the portion of the Leased Premises taken or transferred as of the date title to such portion vests in the condemning authority, but shall continue in full force with respect to the portion of the Leased Premises not taken or transferred. Notwithstanding the partial termination of this Lease Agreement, Lessee shall pay to Lessor One Hundred Percent (100%) of the rent due and payable under this Lease Agreement as if such partial taking had not occurred.The proceeds of the condemnation shall be the property of Lessor. 5.Nothing contained in this Article XII shall be construed to prohibit Lessor from voluntarily conveying all or part of the Leased Premises to any party with condemning authority under state or federal laws, however, any such voluntary conveyance shall be treated as a taking within the meaning of this Article XII. 6.. Notwithstanding the above, in the event the condemning authority, as described in Section XII.B.1, above, is the Lessor, the proceeds of the condemnation attributable to the Leased Premises shall be the property of Lessee. 21 XIII. INSURANCE A. REQUIRED INSURANCE.Regardless of the activities contemplated under this Lease Agreement, Lessee shall maintain continuously in effect at all times during the term of this Lease Agreement, at Lessee's sole expense, the following minimum insurance coverage: 1. Commercial General Liability covering the Lessee, its employees, agents, tenants and independent contractors, and its operations on the Airport. Coverage shall be in an amount not less than $1,000,000 per occurrence and provide coverage for premises/operations and contractual liability AND where exposure exists in the opinion of Lessor, coverage for: products/completed operations; explosion, collapse and underground property damage; and environmental impairment. 2. All risk property insurance on a one-hundred percent (100%) replacement cost basis covering loss or damage to all facilities and improvements located on the Leased Premises, either as a part of this Lease Agreement or erected by the Lessee subsequent to this Lease Agreement. Under no circumstances shall the Lessor be liable for any damages to fixtures, merchandise or other personal property of the Lessee or its sub-lessees. 3. Business Automobile Liability to include coverage for Owned/Leased Autos, Non-Owned Autos and Hired Cars: For operation in aircraft movement areas the limit of liability shall be $100,000 per occurrence. For other operations the limit of liability shall be consistent with the amount set by State Law. B. ADDITIONAL COVERAGES.In addition to the above referenced coverage, the following insurance is required if, in the opinion of Lessor, the activity or exposure exists or is contemplated: 1. Aircraft Fuel/Oil Storage and Dispensing Comprehensive Commercial General Liability shall include coverage or separate coverage for Environmental Impairment Liability. 2. Aircraft Sales or Aircraft Charter and Air Taxi Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Passenger Liability in an amount of $100,000 per person (per passenger seat) shall be provided. 3. Aircraft Rental or Flight Training - Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability, Passenger Liability in the amount of $100,000 per person (per passenger seat) and 22 Student/Renter Liability covering all users in the amount of $500,000 per occurrence. 4. Specialized Commercial Flying (including crop dusting, seeding, and spraying, banner towing and aerial advertising, aerial photography and surveying, fire fighting, power line or pipe line patrol) - Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Passenger Liability in an amount of $100,000 per person (per passenger seat) shall be provided. 5. Aircraft Storage, Maintenance and/or Repair - Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Hanger Keepers Liability in the amount of $500,000 per occurrence shall be provided. The requirement for Hangar Keepers Liability shall not apply to individual owner/operators whose primary use of the hangar space is the storage of their own aircraft. The requirement does not apply to such individuals notwithstanding the fact that they may, from time to time, permit the storage of non-owned aircraft in the hangar space and charge a fee for the storage of such aircraft so long as such use is in the nature of a rent-sharing agreement rather than a commercial aircraft storage business. C. COVERAGE REQUIREMENTS.All insurance coverage shall comply with the following requirements: 1. All liability policies shall be endorsed to include the City of Denton, and its officers and employees as an Additional Insured. All all-risk property policies shall be endorsed to name the City of Denton as a loss payee. All required insurance policies shall provide for a minimum of 30 days written notice to the City of any cancellation or material change to the policy. 2. All insurance required by this Lease Agreement must be issued by a company or companies of sound and adequate financial responsibility and authorized to do business in the State of Texas. All policies are subject to their adequacy as to content, form of protection and providing company. 3. Required insurance naming the City as an additional insured must be primary insurance and not contributing with any other insurance available to the City whether from a third party liability policy or other. Said limits of insurance shall in no way limit the liability of the Lessee hereunder. 4. The Lessor shall be provided with a copy of all such policies and renewal certificates. Failure of Lessee to comply with the minimum specified amounts or types of insurance as required by Lessor shall constitute Lessee's default of this Lease Agreement. 23 5.During the Lease Term, or any extension thereof, Lessor herein reserves the right to, with one hundred twenty (120) days notice, adjust or increase the liability insurance amounts required of the Lessee, and to require any additional rider, endorsement, provisions, or certificates of insurance, and Lessee hereby agrees to provide any such insurance requirements as may be required by Lessor. XIV.DEFAULT BY LESSEE AND LESSOR A. EVENTS OF DEFAULT OF LESSEE by Lessee, as used herein, shall mean the occurrence of any one or more of the following events: 1. Failure of Lessee (i) to pay any installment of rent or any other sum payable to Lessor hereunder; or (ii) to pay or cause to be paid ad valorem taxes, utilities or insurance premiums, or any other payment which Lessee is to make under this Lease Agreement, on the date that same is due and such failure shall continue for a period of thirty (30) days after the date on which such payment is due; 2. Lessee shall become insolvent, apply for or consent to the appointment of a receiver, trustee, custodian, intervenor, liquidator, or other similar official of itself, the Leased Premises, or all or substa make a general assignment for the benefit of creditors, or commence a voluntary case or action under any applicable bankruptcy, rehabilitation, insolvency, or other similar law now or hereafter in effect; 3. A court having jurisdiction of or over the Leased Premises or Lessee shall enter a decree or order for relief in respect of Lessee in any case or proceeding under any applicable bankruptcy, rehabilitation, insolvency, or other similar law now or hereafter in effect, or appointing a receiver, trustee, custodian, intervenor, liquidator, or other similar official for decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; 4. Lessee shall make a transfer in fraud of creditors; 5. Abandonment or cessation of use of the Leased Premises for the purposes leased by Lessee, as provided herein, for a period of thirty (30) consecutive days; or 6. Lessee fails to punctually and properly perform, keep or observe any of the terms, covenants, agreements, or conditions herein contained and such failure shall not be cured within ninety (90) days after written notice thereof to Lessee, unless a shorter notice period, or no requirement of notice, is otherwise specifically prescribed herein. 24 B. TERMINATION AND REMEDIES ON DEFAULT BY LESSEE. 1. In the event of an Event of Default by Lessee, if such Event of Default by Lessee shall be continuing after the applicable notice of default period provided in this Lease Agreement, if applicable, Lessor may declare this Lease Agreement, and all rights and interests created by it, terminated. If Lessee elects to terminate, this Lease Agreement will cease as if the day of were the day originally fixed in the Lease Agreement for its expiration. Lessor, at its option, may resume possession of the Leased Premises and re-let them for the remainder of the Term at the rent obtainable for the account of Lessee, who shall make good any deficiency therein. 2. Any termination of this Lease Agreement shall not relieve Lessee from the obligation of paying any sum or sums due and payable to Lessor under the Lease Agreement at the time of termination and/or any claim for damages then or previously accruing against Lessee under this Lease Agreement. Any such termination shall not prevent Lessor from enforcing the payment of any such sum or sums or claim for damages by any remedy provided by law, contract, equity, or otherwise, including without limitation, recovering damages from Lessee arising from or related to any default under this , and remedies under this Lease Agreement shall be construed to be cumulative, and no one of them is exclusive of the other. Lessor may pursue any or all such remedies or any other remedy or relief provided by law, contract, equity, or otherwise, whether or not expressly stated in this Lease Agreement. 3. In the event of an Event of Default by Lessee, Lessor may, but shall not be required, remedy the Event of Default by Lessee by any necessary action and, in connection with such remedy, may pay expenses and costs related to such curative efforts. In such event, Lessee shall pay Lessor for all sums expended or obligations incurred by Lessor in connection with curing 4. Lessor and Lessee agree that, for the purposes of posting notice prescribed by Section 93.002 (f) of the Texas Property Code, the front door of the Leased Premises is 4910 Lockheed Lane, Denton, Texas 76207. C. EVENTS OF DEFAULT OF LESSOR.by Lessor as used herein, shall mean that Lessor defaults in performing any term, agreement or covenant that Lessor is required to perform under the Lease Agreement, and such default shall not be cured within ninety (90) days after written notice thereof to Lessor describing with specificity the claim of default, along with all required actions of Lessor to cure such default. It is expressly agreed and stipulated that until such notice of default is provided, and such cure period has expired, no such act or event shall be deemed an Event of Default by Lessor hereunder. 25 D. REMEDIES ON DEFAULT BY LESSOR.If Lessor defaults in performing any term, agreement or covenant that Lessor is required to perform under this Lease Agreement, Lessee may, after notice to Lessor, as provided in Section XIV.C, remedy the Event of Default by Lessor by any necessary action and, in connection with such remedy, may pay expenses. Lessor shall pay Lessee all sums reasonably expended or reasonable so long as such claimed default is an Event of Default by Lessor hereunder. Lessee may, if not so reimbursed, deduct the costs and expenses from rent subsequently due under this Lease Agreement. XV. ASSUMPTION BY UNITED STATES GOVERNMENT Lessee, subject to the terms hereof, may terminate this Lease Agreement and its obligations hereunder, by providing thirty (30) days written notice, upon or within thirty (30) days after the assumption or recapture by the United States Government, or any authorized agency thereof, of the operation of the Airport and the Leased Premises, to the resulting extent that the uses of the Leased Premises, as prescribed in this Lease Agreement, cannot effectively and practicably be operated by Lessee, in the reasonable judgment of Lessor. XVI.MISCELLANEOUS PROVISIONS A. ENTIRE AGREEMENT. This Lease Agreement constitutes the entire understanding between the parties and as of its Effective Date supersedes all prior or independent agreements between the parties covering the subject matter hereof. Any change or modification hereof shall be in writing duly authorized and signed by both parties. B. BINDING EFFECT. All covenants, stipulations, and agreements herein shall run with the land and extend to, bind and inure to, the benefit of the legal representatives, successors and assigns of the respective parties hereto. C. SEVERABILITY. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Lease Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. D. NOTICE. Notices or other communications required or permitted to be given under this Lease Agreement must be (i) given in writing and personally delivered or mailed by prepaid certified or registered mail, return receipt requested; or (ii) transmitted by telephonic facsimile, as follows: 1. If to Lessor, addressed to: City Manager City of Denton 215 E. McKinney Street 26 Denton, Texas 76201 Fax No.940.349.8596 With copies to: Airport Manager 5000 Airport Road Denton, Texas 76207 Fax No. 940.349.7289 City Attorney 215 E. McKinney Denton, Texas 76201 Fax No. 940.382.7923 2. If to Lessee, addressed to: GAhangars, LLC Anthony Montgomery 826 George Street Lantana, TX 76226 Cell No. 214-497-1157 With Copies to: GAhangars, LLC Ty Edwards 1309 Appling Street Chattanooga, TN 37406 Cell No. x423-421-3304 Any notice provided herein shall be deemed to have been given (whether actually received or not) on the day it is personally delivered as aforesaid, or, if mailed, on the third day after it is mailed as aforesaid, or, if transmitted by telephonic facsimile, on the day such notice is transmitted, whichever is earliest to occur. Any party may change its address for the purposes of this Lease Agreement by giving notice of such change to the other parties pursuant to this Section XVI.D. E. HEADINGS. The headings used in this Lease Agreement are intended for convenience of reference only and do not define or limit the scope or meaning of any provision of this Agreement. F. GOVERNING LAW AND VENUE. THIS LEASE AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND IS FULLY PERFORMABLE IN DENTON COUNTY, TEXAS. EXCLUSIVE VENUE FOR ANY ACTION RELATED TO THIS LEASE AGREEMENT SHALL BE 27 SOLELY IN A COURT OF COMPETENT JURISDICTION IN DENTON COUNTY, TEXAS. G. NO WAIVER. No waiver by Lessor or Lessee of any default or breach of covenant or term of this Lease Agreement may be treated as a waiver of any subsequent default or breach of the same or any other covenant or term of this Lease Agreement. H. NO AGENCY. During all times that this Lease Agreement is in effect, the parties agree that Lessee shall not in any event be deemed an agent or employee of the Lessor, nor shall this Lease Agreement be construed to create or constitute a joint enterprise. I. FORCE MAJEURE. None of the Parties shall be in default or otherwise liable for any delay in or failure of performance under this Lease Agreement if such delay or failure arises by any reason beyond their reasonable control, including any act of God, any acts of the common enemy or terrorism, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications. However, lack of funds shall not be deemed to be a reason beyond a party's reasonable control.In the event either party hereto is not able to perform under this Lease Agreement due to an alleged event of force majeure, as set forth herein, such party shall provide notice to the other party, on or before five (5) calendar days after the occurrence of such event (i) specifically describing such force majeure event; (ii) describing with specificity the acts to be taken by the party claiming force majeure to remedy the force majeure event; and (iii) the estimated time to remedy the force majeure event. In the event the notice as set forth herein is not provided it shall be deemed for all purposes that no such force majeure event has occurred. J. RELEASE OF LESSOR. If Lessor sells or transfers all or part of the Leased Premises and, as a part of the transaction, assigns its interests as Lessor in this Lease Agreement, then as of the effective date of the sale, assignment or transfer, Lessor shall have no further liability under this Lease to Lessee, except with respect to liability matters that have accrued and are unsatisfied as of such date. Underlying this release is the parties intent t, express and implied, under this Lease Agreement will bind Lessor and its successors and assigns only during and in respect of their successive periods of ownership of the underlying fee estate of the Leased Premises. K. LESSEE REFERENCES. In the event requested by Lessor, Lessee shall deliver, from time to time as requested, credit and banking references as Lessor may reasonably request, during the term of this Lease Agreement. L. MEMORANDUM OF LEASE. Upon request of either party hereto, the parties shall execute a Memorandum of Lease for the purpose of imparting to the public notice of the existence of this Lease Agreement, and/or its subsequent amendment, modification or early termination, to be filed in the Real Property Records of Denton County, Texas. M. AIRPORT SPONSOR. Notwithstanding any provision contained herein to the contrary, Lessor may limit or temporarily obstruct access to the Leased Premises and/or Public Areas of the Airport in connection with or related to events occurring at the Airport. 28 Lessee stipulates that Lessor shall have such right to limit or temporarily obstruct such access and hereby releases Lessor, its officers, elected officials, agents, and employees from any losses, damages or claims of any kind or type that Lessee may have related to such limited or obstructed access. Unless this Lease Agreement otherwise allows such obstruction or Lessor and Lessee otherwise agree, Lessor shall not completely obstruct access to the Leased Premises for a period in excess of twenty-four (24) consecutive hours related to such special events. N. SUBLESSEES AND ASSIGNEES. In the event this Lease Agreement provides applicability of any of its provisions to sub-lessees or assigns, such provision shall be deemed to mean solelythe sub-lessees or assignees of Lessee, as may be permitted by Lessor. O. TIME OF ESSENCE. It is expressly agreed by Lessor and Lessee that time is of the essence with respect to this Lease Agreement. 29 30 31 ExhibitA 32 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1057,Version:1 AGENDA INFORMATION SHEET AGENDA DATE:August 15, 2017 DEPARTMENT:Parks and Recreation Department DCM:Bryan Langley SUBJECT ConsideradoptionofanordinanceapprovingaCitysponsorshipinanamountnottoexceed$14,000ofin-kind th servicesforthe19AnnualDentonBluesFestivaltobeheldinQuakertownParkfromSeptember15-17, 2017; and providing an effective date. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© Exhibit 1 AGENDA INFORMATION SHEET AGENDA DATE: August 15, 2017 DEPARTMENT: Parks and Recreation Department DCM:Bryan Langley SUBJECT ..Title Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed th $14,000 of in-kind services for the 19Annual Denton Blues Festival to be held in Quakertown Park from September 15-17, 2017; and providing an effective date. ..Body BACKGROUND th The 19Annual Denton Blues Festival is organized by the Denton Black Chamber of Commerce and community volunteers. In 2016, City Council authorized spending up to $20,000 of in-kind services and resources for staff time, equipment, supplies, facilities, park maintenance support, and the use of Quakertown Park. In addition to the City sponsorship, the Denton Black Chamber of Commerce received $16,572 in FY 2015-16 Hotel/Motel Occupancy Tax (HOT) funds. This year, the Denton Blues Festival expects to host approximately 50 vendors and estimates 10,000 people throughout the three-day event. A recent provision added to the Sponsorship Agreement alerts event organizers of their responsibility for damages caused to city property, beyond normal wear and tear, during the hosting of their events. This necessity results from the significant damages caused to Quakertown Park in 2015 and the substantial costs associated with remediation. The Parks Department has notified special event organizers of the liability provision, and it is now included in all sponsorship agreements. RECOMMENDATION Staff recommends approval. PRIOR ACTION/REVIEW April 5, 2016, City Council authorized sponsorship not to exceed $20,000, Ordinance 2016-110; on February 17, 2015, City Council authorized an amount of $17,500, Ordinance 2015-038. August 5, 2014, in an amount of $15,000 Ordinance 2014-220. FISCAL INFORMATION In 2017, the Black Chamber of Commerce will receive $16,572 in HOT funds. The estimated cost to the City to provide the requested in-kind services and facilities at the same level in 2017 is expected to be $14,000. This cost estimate is based upon clear weather; in the event of inclement weather, staff and supply costs increase. The City is recognized as a sponsor at the appropriate level. Including this event, the City Council will have authorized a total of $211,452 of in-kind City support to the nine cosponsored events. The Legal Department has advised Parks and Recreation that only City Council has the authority to gift city resources. All sponsorships where city facilities or services are requested for free or at a reduced rate require City Council approval. STRATEGIC PLAN RELATIONSHIP The City of Denton’s Strategic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Liveable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family-Friendly Community Related Goal: Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS 1. Agenda Information Sheet 2. Letter of Request 3. Actual Cost for Fiscal Years 2014-16 4. Running Total of In-Kind Support 5. Sponsorship Agreement 6. Proposed Ordinance Respectfully submitted: Emerson Vorel, Director Prepared by: Janie McLeod Community Events Coordinator Exhibit 2 Exhibit 3 Denton Blues Festival In-Kind Resources and Services 2014-16 City In-Kind 2014 Actual 2015 Actual 2016 Actual Contribution ExpendituresExpendituresExpenditures Parks and Recreation $13,079 $13,060 $ 8,626 Police $ 4,232 $ 5,485 $ 4,976 Total In-Kind $17,311 $18,545 $13,602 Costs of In-Kind Services and Resources 20,000 15,000 10,000 5,000 2014ActualExpenditures2015ActualExpenditures2016ActualExpenditures ParksandRecreationPoliceTotalInKind In-Kind Support and HOT Funds Exhibit 4 for Special Events Fiscal Year 2016-17 Denton County Texas Turkey Backing the Veteran Holiday Storytelling Arts and Jazz Cinco de Blues In-kind ContributionsTrotBlue CoalitionLightingFestivalFestivalMayoJuneteenthFestivalTotal Costs Parks and Recreation 1,400 3,500 3,206 3,960 98,009 4,93811,951 8,626 135,590 Police 2,290 - - 640 49,759 5,3046,022 4,976 68,991 Solid Waste 6,071 6,071 Fire 800 800 $ 3,090 $ 1,400 $ 3,500 $ 3,206 $ 4,600 $ 153,839 $ 17,973 $ 10,242 $ 13,602 $ 211,452 HOT Funds 5,325 - - 17,700 52,747 91,309 17,20511,820 16,572 212,678 Grand Total $ 8,415 $ 1,400 $ 3,500 $ 20,906 $ 57,347 $ 245,148 $ 29,793 $ 27,447 $ 30,174 $ 424,130 Exhibit 5 Exhibit 5 Exhibit 6 Exhibit 6 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1059,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,TexasgrantingtheDentonBlackChamberof CommerceanoiseexceptionforSeptember17,2017,pursuanttosection17-20oftheCodeofOrdinances; granting amplified sound on Sunday, September 17, 2017 from 1 p.m. until 9 p.m. and setting an effective date. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© Exhibit1 AGENDA INFORMATION SHEET AGENDA DATE: August 15, 2017 DEPARTMENT: Parks and Recreation Department DCM: Bryan Langley SUBJECT ..Title Consider an ordinance of the City of Denton, Texas granting the Denton Black Chamber of Commerce a noise exception for September 17, 2017, pursuant to section 17-20 of the Code of Ordinances; granting amplified sound on Sunday, September 17, 2017 from 1 p.m. until 9p.m. and setting an effective date. ..Body BACKGROUND John Baines, event coordinator of the Denton Blues Festival requests an exception to the noise ordinance for amplified sound, not to exceed 70 dba, for the Denton Blues Festival held in Quakertown Park on Sunday, September 17, 2017. RECOMMENDATION Staff recommends approval. STRATEGIC PLAN RELATIONSHIP The City of Denton’s Strategic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Liveable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family-Friendly Community Related Goal: Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS 1.Agenda Information Sheet 2.Letter of Request from the Denton Black Chamber of Commerce 3.Ordinance Respectfully submitted: Emerson Vorel, Director Parks and Recreation Prepared By: Janie McLeod, Community Events Coordinator Exhibit 2 Exhibit 3 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1061,Version:1 AGENDA CAPTION Consider approval of the minutes of July 18, July 19 and July 25, 2017. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© CITY OF DENTON CITY COUNCIL MINUTES July 18, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, July 18, 2017 at 12:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Hudspeth, Council Member Briggs, Council Member Duff, Council Member Ryan, Council Member Gregory, Mayor Pro Tem Bagheri, and Mayor Watts. ABSENT: None. 1. Citizen Comments on Consent Agenda Items There were no citizen comments on Consent Agenda items. 2. Requests for clarification of agenda items listed on the agenda for July 18, 2017. Staff responded to Council requests for clarification of the following items: Council Member Gregory – Consent Agenda Items 5B and 5E Council Member Briggs - Pull Consent Agenda Item 4D for separate consideration; Consent Agenda Item 4I Mayor Pro Tem Bagheri – Consent Agenda Item N 3. Work Session Reports A. ID 17-884 Receive a report, hold a discussion, and give direction to staff and Springsted / Waters on the City Attorney recruitment process. Chuck Rohr, Springsted/Waters, presented information on a brochure for Council approval and the proposed interview process for the City Attorney recruitment process. Consensus of the Council was to move forward with the documents. Carla Romine, Director of Human Services, presented a tentative time line and interview process. Council discussed whether to have community involved in the process; to include trial experience with the applications; conduct the search similar to the auditor position; and to find a way to incorporate the public into the process. Staff would incorporate these into recommendations for Council future consideration. B. ID 17-831 Receive a report; hold a discussion, and give staff direction regarding the preliminary FY 2017-18 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. Chuck Springer, Director of Finance, stated that he would be reviewing two budgets recommended by the Public Utilities Board. City of Denton City Council Minutes July 18, 2017 Page 2 Water Utilities – Springer presented information on Water utilities assumptions; cost containment strategies; future risks and mitigation; five year forecast; budget highlights; Capital Improvements projects; rate comparisons with other cities; and options. Wastewater Utilities – Springer presented information on budget assumptions; budget highlights; five year forecast; and options. He also presented a drainage summary five year forecast along with Capital Improvement projects, and comparison of rates. Council discussed working with Community Development for grants for infrastructure projects. C. ID 17-761 Receive a report; hold a discussion, and receive departmental presentations in preparation for the FY 2017-18 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. Parks and Recreation - Emerson Vorel, Director of Parks and Recreation, presented information on the Parks fund in terms of General Fund FTEs; organizational chart; accomplishments; goals for 2017-18; current performance measures; proposed performance measures; cost containment strategies; completed and future process improvements; and budget highlights. Recreation Fund - Vorel continued with the recreation fund highlights and budget highlights. Parks and Recreation Miscellaneous Funds – Vorel stated that this fund included the three mitigation funds; the park land dedication fund and the Parks Gas Well fund. Internal Audit - Craig Hametner, Internal Auditor, presented goals and accomplishments; performance measures; cost containment strategies; process improvements; and budget highlights. Materials Management - Karen Smith, Purchasing Agent, presented the department’s organizational chart; business units and functional areas; accomplishments and goals; current and proposed performance measures; process improvements; and budget highlights. D. ID 17-846 Receive a report, hold a discussion, and give staff direction regarding two programs recommended by the City’s 2017 Leadership Excellence and Enhancement Program (LEEP) participants: Document Denton and a Volunteer Impact Program (VIP). Document Denton - Tyler Hurd presented the details of the Document Denton program. Objective of the program which was a local municipal archive in the Library system and reviewed an implementation plan. Council discussed looking at possible grant funding for the program and expressed support for the project. Council consensus was to move forward with the first two phases of the project. Volunteer Impact Program - Tiffany Thomson presented the details of the proposed program which would allocate number of hours for employees to volunteer in the community. She noted details City of Denton City Council Minutes July 18, 2017 Page 3 on how the program would work, that an in-need survey had been performed; program investment; and expectations. Consensus of the Council was to move forward with the program. E. ID 17-883 Receive a report, hold a discussion, and give staff direction regarding the schedule of Water Rates for Water Taps and Meter Fees. Kenny Banks, General Manager of Utilities, presented the history of the fire sprinkler taps; staff responses to the proposed language; specifics of water taps with meters fee; specifics of water meter fees; specifics of water meter relocations; specifics of water line taps; and specifics for installations not listed. Consensus of the Council was to move forward with the red line changes and draft an ordinance for council consideration. F. ID 17-910 Receive a report, hold a discussion, and give staff direction regarding the Charter Review Committee recommendations. Bryan Langley, Deputy City Manager, presented a follow-up on the Charter Committee recommendations and reviewed the background information on the meetings of the Committee. Seven charges were presented to the Committee - districts, terms, district residency, recall percentage, city auditor, ethics and stipend. Charges needing direction included: Charge #4 - Recall Petition - Council discussed changing the percentage of the signature requirement from 25% to 35% and tying the percentages into the district where recall would take place. Consensus was to follow the committee recommendation. Charge #5 - City Auditor Consensus was to follow the committee recommendation. Charge #6 -Ethics- Council discussed a preference to the model city charter; to include both city employees and Council; whether to put the recommended language in the Charter or to have an accompanying ordinance. Consensus was to have Council send information to Langley in terms of preferences to have specifics in the Charter, in an ordinance or both. An additional meeting would be needed on this charge. Charge #7 - salary or stipend - Council discussed their preference on the amount and type of a salary or stipend. City of Denton City Council Minutes July 18, 2017 Page 4 Consensus was to follow the committee recommendation. G. ID 17-920 Receive a report, hold a discussion, and provide staff direction regarding a lighting maintenance agreement for the Texas Department of Transportation’s 35Express project. Chad Allen, Capital Projects Program Engineer, presented the details regarding the lighting system along I35. Staff needed direction from Council on their preference for continuous lighting or minimum standards lighting. The safety lighting versus continuous lighting provisions were noted. Consensus of the Council was to proceed with the continuous lighting. Following the completion of the Work Session, Council convened in a Closed Meeting to consider the specific items listed below under the Closed Meeting section of this agenda. 1. Closed Meeting: A. ID 17-922 Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; and Consultation with Attorneys - Under Texas Government Code, Section 551.071. Discuss, deliberate and receive information from staff and provide staff with direction pertaining to the potential purchase of certain real property interests out of the Eugene Puchalski Survey, Abstract No. 996, Denton County, Texas, being a 0.344 acre tract generally located in the 2200 block of Scripture Street, Denton, Texas. Consultation with the City’s attorneys regarding legal issues associated with the potential acquisition or condemnation of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. (Bonnie Brae Street - North (Phase 5) - Parcel 30 (Cooke)) B. ID 17-942 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. Receive information from staff, and discuss, deliberate and provide direction to staff regarding the future plans for, and current and future operations of, the Gibbons Creek Steam Electric Station owned by the Texas Municipal Power Agency (The City of Denton is a member of TMPA). Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1.PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. City of Denton City Council Minutes July 18, 2017 Page 5 2.PROCLAMATIONS/PRESENTATIONS There were no proclamations/presentations for this meeting. 3. PRESENTATION FROM MEMBERS OF THE PUBLIC 1. ID 17-810 Deb Armintor regarding updating Council procedures. Ms. Armintor spoke on updating Council procedures especially concerning individuals addressing the Council. She requested that Council eliminate the procedure indicating that a citizen could not address individual council members. 2. ID 17-829 Ahmad Rashad regarding introduction of non-profit organization to the City. Mr. Rashad was not present when this item was considered but arrived later. Council agreed to allow him to make his presentation. Mr. Rashad spoke regarding Power 77 Radio which was an on-line radio station. He was working towards developing a radio studio to assist young people in the radio business and would be happy to work with the City on any City events. 3. ID 17-833 Bob Clifton regarding a Texas Open Records request. Mr. Clifton was not present. Additional Citizen Reports – Open Mic 1.Robert Donnelly expressed his opinion regarding the providing of a salary/stipend for city council members. It was an item scheduled for a possible Charter election. 2.Chris Martin informed the Council of the work the Denton County Veterans Coalition did and of an upcoming event for veterans regarding various programs available to them. 4.CONSENT AGENDA Mayor Watts noted that Item 4D would be pulled for separate consideration. Mayor Pro Tem Bagheri motioned, Council Member Gregory seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of 4D which would be considered separately. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes July 18, 2017 Page 6 Ordinance No. 2017-192 A. ID 17-816 Consider adoption of an ordinance approving an Interlocal Cooperation Agreement between the City of Denton, Texas and the City of Irving, Texas to provide for the Cities to transfer ground mulch between Cities when available and needed, and to provide emergency landfill and equipment support to one another as appropriate, when needed. Resolution R2017-025 B. ID 17-830 Consider approval of a resolution approving the issuance of Revenue Bonds by the Colorado Health Facilities Authority on behalf of the Evangelical Lutheran Good Samaritan Society in an aggregate principal amount not to exceed $5,100,000; recognizing that the City of Denton is not responsible for issuing the Revenue Bonds and has no financial obligation to pay any principal of or interest on the Revenue Bonds; making certain findings in connection therewith; and providing an effective date. Approved the minutes listed below. C. ID 17-842 Consider approval of the minutes of June 13, June 20, June 27, and June 30, 2017. Ordinance No. 2017-194 E. ID 17-865 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Teague Nall and Perkins, Inc. (TNP), amending the contract approved by the City Manager on April 10, 2017, in the not-to-exceed amount of $93,500, to provide additional engineering and surveying services related to the Hickory Creek Road West-FM 2181 to Riverpass Drive project; providing for the expenditure of funds therefor; and providing an effective date (File 6427- providing for an additional expenditure amount not-to-exceed $39,800 with the total contract amount not-to-exceed $133,300). Ordinance No. 2017-195 G. ID 17-867 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of a Universal Laboratory Fingerprint Imaging System with ImaQuest copyrighted software, for the City of Denton Police Department; Horiba Instruments Incorporated/SPEX Forensics Division is the proprietary vendor for ImaQuest software and the Identquest Image Documentation Program therefore this system is available from only one source; and in accordance with Texas Local Government Code 252.022, provides that procurement of commodities and services that are available from one source are exempt from competitive bidding; and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 6476- awarded to HORIBA Instruments Incorporated/SPEX Forensics Division in the not- to-exceed amount of $56,405). City of Denton City Council Minutes July 18, 2017 Page 7 Ordinance No. 2017-196 H. ID 17-873 Consider adoption of an ordinance releasing, abandoning and vacating a 2.056 acre public drainage easement granted to the City of Denton, Texas by Wynne/Jackson Lakes Development LP., a Texas limited partnership on May 25, 2005 and recorded as Instrument No. 2005-85937 in the Real Property Records of Denton County, Texas,; providing for severability and an effective date. \[Abandonment of drainage easement for the development of Country Lakes North Phase 3A1 & 3B lots\] Ordinance No. 2017-197 I. ID 17-875 Consider adoption of an ordinance releasing, abandoning and vacating a 0.083 acre electric easement granted to the City of Denton, Texas, by Alex Williams on October 11, 1956 and recorded in Volume 426 Page 97, Deed Records, Denton County, Texas, and located in Block 20 of the Original Town of Denton, Denton County, Texas; providing for severability and an effective date. \[111 South Austin Street (Wells Fargo parking area), removal of easement encumbrance\] Ordinance No. 2017-198 J. ID 17-878 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Fred Moore Day Nursery School for the purpose of general expenses to operate the school; providing for the expenditure of funds therefor; and providing for an effective date. ($275) Ordinance No. 2017-199 K. ID 17-882 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Parks Foundation for the purpose of Scholarships; providing for the expenditure of funds therefor; and providing for an effective date. ($275) Ordinance No. 2017-200 L. ID 17-904 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or his designee, to enter into an Interlocal Agreement with Denton County for the County to provide Property Tax Billing and Collections Services for the City of Denton; providing a savings clause; and providing an effective date. Ordinance No. 2017-201 M. ID 17-915 Consider adoption of an ordinance of the City of Denton, Texas amending certain provisions of Chapter 26 of the Denton code of ordinances, specifically Section 26-2 to provide for clarification of the means of gaining access to a premises neededby utility employees; providing for a severability clause, savings clause, and an effective date. Ordinance No. 2017-202 N. ID 17-923 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or his designee, to execute a Contract of Sale by and City of Denton City Council Minutes July 18, 2017 Page 8 between Lisa Cooke ("Owner"), and the City of Denton, Texas ("City" or "Buyer"), regarding the sale and purchase of fee simple to an approximately 0.344 acre tract, more or less, situated in the Eugene Puchalski Survey, Abstract No. 996, Denton County, Texas, for the purchase price of Two Hundred Twenty Eight Thousand Dollars and No Cents ($228,000.00), and other consideration, as prescribed in the Contract of Sale; authorizing the expenditure of funds therefor; and providing an effective date. (Bonnie Brae Street Widening and Improvements project - North (Phase 5) - Parcel 30 (Cooke - 2291 Scripture Street)) Council considered Item D. Ordinance No. 2017-193 D. ID 17-864 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Professional Services Agreement for Architectural and Design services relating to the Hickory Substation Gas Insulated Substation (GIS) Equipment Building and Screening Wall, and the Eagle Substation Gas Insulated Substation Equipment Building; providing for the expenditure of funds therefor; and providing an effective date (File 6483-awarded to Kirkpatrick Architecture Studio in the not-to-exceed amount of $616,700). The Public Utilities Board recommends approval (4-0). Council Member Briggs recused herself from deliberation/vote on this item. Council Member Gregory motioned, Council Member Ryan seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Duff "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Council Member Briggs returned to the meeting. 5.ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 17-556 Consider appointing a Nominating Committee to recommend appointees to serve on the Economic Development Partnership Board. Caroline Booth, Director of Economic Development, reviewed the background of the makeup of the nominating committee which required two council members and one Chamber of Commerce member. The Chamber had chosen Joey Hawkins as its member. Council Member Hudspeth and Mayor Pro Tem Bagheri expressed an interest in serving. Council Member Ryan motioned, Council Member Briggs seconded to approve the appointment of Council Member Hudspeth, Mayor Pro Tem Bagheri and Chamber Member Hawkins to the Nominating Committee. On roll call vote, Council Member Hudspeth "aye", Council Member Duff "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes July 18, 2017 Page 9 Ordinance No. 2017-203 B. ID 17-807 Consider adoption of an ordinance repealing Ordinance No. 2003-258, and subsequent amendments of Ordinance No. 2011-042, Ordinance No. 2014-009, Ordinance No. 2015-074, and Ordinance No. 2016-249, relating to the creation, appointments, and duties of the Economic Development Partnership Board (the "Board") and replacing these ordinances with this ordinance clarifying the qualifications and limitations of Board members and amending the Denton Code of Ordinances, Chapter 2, Article IX; and providing for repealer and conflicts clauses and an effective date. Caroline Booth, Director of Economic Development, presented the background information on the changes proposed in the ordinance and noted the proposed changes. Council Member Hudspeth motioned, Council Member Briggs seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2017-204 C. ID 17-741 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the excavation and construction of Landfill Cells 3B, C, and D at the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (RFP 6395C-awarded to Hammett Excavation, Inc. in the not-to-exceed amount of $3,476,092.84). The Public Utilities Board recommends approval (5-0). Ethan Cox, Director of Solid Waste, presented an overview of the landfill facility, status of existing cells, proposed cell development and requests for proposal. Council Member Briggs motioned, Council Member Ryan seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. D. A17-0001c Conduct the first of two readings of an ordinance of the City of Denton voluntarily annexing approximately 118.041 acres of land, generally located north of McKinney Street and west of Trinity Road; providing for a correction to the city map to include the annexed lands; providing for a savings clause and an effective date. Ron Menguita, Long Range Planning Administrator, presented the background on the voluntary annexation and read the ordinance caption into the record. No action was needed on this item at this time. E. A17-0004c Conduct the first of two readings of an ordinance of the City of Denton for an involuntary annexation of approximately 6.71 acres of land, generally located City of Denton City Council Minutes July 18, 2017 Page 10 north of Brush Creek Road and east of Fort Worth Drive by the City of Denton, Texas; providing for a savings clause and an effective date. Ron Menguita, Long Range Planning Administrator, presented the details of the involuntary annexation which was the first reading of the ordinance. He included the proposed development, schedule for annexation and read the ordinance caption into the record. No action was needed on this item at this time. Ordinance No. 2017-205 F. ID 17-916 Consider adoption of an Ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute an Advanced Funding Agreement, in a form substantially similar as attached hereto as Exhibit 2 and in the approximate amount of $2,824,714.59 (amount to be finalized after bids are opened), by and between the State of Texas, acting through the Texas Department of Transportation (the "State") and the City of Denton (the "City"), regarding water and wastewater utility improvements associated with the FM 2181 roadway widening project, located between FM 2499 and Lillian Miller Parkway and within the City of Denton. Chad Allen, Capital Projects Program Engineer, presented information concerning an advanced funding agreement with TxDOT. He noted the details of the proposal that dealt with FM 2181 and involved utility relocations. Council Member Gregory motioned, Mayor Pro Tem Bagheri seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 6. PUBLIC HEARINGS Ordinance No. 2017-206 A. Z17-0002d Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning classification from a Regional Center Residential 1 (RCR-1) zoning district and use classification and a Regional Center Commercial Downtown (RCC-D) zoning district and use classification to a Community Mixed Use General (CM-G) zoning district and use classification on approximately 29 acres of land generally located on the northwest and southwest corners of Lakeview Boulevard and Shady Shores Road in the City of Denton, Denton County, Texas; adopting an amendment to the City’s official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission recommended approval of the request (6-0). (Z17-0002) The Mayor opened the public hearing. City of Denton City Council Minutes July 18, 2017 Page 11 Munal Mauladad, Director of Development Services, presented information on the request for the change in zoning on property at the corners of Lakeview and Shady Shores. She reviewed the site data; compatibility of the surrounding property; mobility of the area; how the proposal related to the Denton Plan; development criteria of the CM-G zoning district; and public notification. The Planning and Zoning Commission recommended approval as did staff. The following individuals spoke during the public hearing: Michael Clark spoke in favor. Jackie Grooms spoke in opposition due to traffic. Christine Hutmacher spoke in opposition. The Mayor closed the public hearing. Staff responded to council's questions concerning the traffic patterns and the associated roadways around the proposal. Mayor Pro Tem Bagheri motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Duff "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Council Member Briggs "nay". Motion carried with a 6-1 vote. 7. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Mayor Pro Tem Bagheri requested an Informal Staff Report on the feasibility of commercial recycling. Mayor Pro Tem Bagheri requested the Council’s Personal Financial Statements and associated election financial statements be made available on the City’s website. City of Denton City Council Minutes July 18, 2017 Page 12 Mayor Pro Tem Bagheri requested Council consideration of other Charter changes that were not considered by the Committee such as the length of the Public Utility Board appointments and the possibility of changing the municipal election date from May to November. Council Member Briggs requested a review of the Council’s Rules of Procedure. Council Member Briggs requested a staff member attend the Veteran’s Town Hall meeting and provide a report to Council. Council Member Ryan requested information on the zoning for cemeteries. Council Member Ryan requested information on a possible code update regarding movie permits and the current exclusion for home movies and home videos. Council Member Gregory requested a Work Session on naming rights for city facilities for corporate /individual donations. B. Possible Continuation of Closed Meeting topics, above posted. There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 8:00 p.m. __________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS __________________________ JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES July 19, 2017 After determining in Open Session that a quorum was present, the City Council convened in a Closed Meeting on Wednesday, July 19, 2017 at 1:30 p.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Hudspeth, Council Member Briggs, Council Member Duff, Council Member Ryan, Council Member Gregory, Mayor Pro Tem Bagheri, and Mayor Watts. ABSENT: None. 1. Closed Meeting: A. ID 17-924 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with, and provide direction to, the City’s attorneys, both in-house attorneys and retained outside procurement, employment, and bond attorneys, regarding the City’s procurement activities relating to Request For Proposal 5937 for Supply of Reciprocating Internal Combustion Engine Generator Sets and Auxiliaries for the City of Denton for the Proposed Denton Energy Center, Request For Qualifications 5898 for Professional Services for the Design-Build of the Proposed Denton Energy Center for the City of Denton, and City staff interaction with bidders regarding the same where public discussion associated with these legal matters would clearly conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. B. ID 17-925 Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from the City’s attorneys, both in-house attorneys and retained outside employment attorneys, and discuss legal matters, deliberate, and provide the City’s attorneys with direction regarding and related to Cause No. DC-17-08139 styled "Michael Grim and Jim Maynard vs. City of Denton, Texas" pending in the 68th Judicial District Court, Dallas County, Texas; discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in both the present lawsuit or potential administrative proceedings or lawsuits. The Council returned to Open Session at 5:56 p.m. and with no further business, the meeting was adjourned. __________________________ __________________________ CHRIS WATTS JENNIFER WALTERS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES July 25, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, July 25, 2017 at 1:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Hudspeth, Council Member Briggs, Council Member Duff, Council Member Ryan, Council Member Gregory, Mayor Pro Tem Bagheri, and Mayor Watts. ABSENT: None. 1. Citizen Comments on Consent Agenda Items There were no citizen comments on Consent Agenda Items. 2. Requests for clarification of agenda items listed on the agenda for July 25, 2017. There were no requests for clarification on agenda items. 3. Work Session Reports A. ID 17-927 Receive a report and hold a discussion regarding a progress report on homelessness initiatives from the United Way of Denton County and Denton County Homeless Leadership Team. Danielle Shaw, Human Services Coordinator, introduced Courtney Cross, Director of Homeless Initiatives of Denton County, who would be making the presentation regarding an update on the Denton County Homelessness Leadership Team. Courtney Cross presented the goals of the Team which included presenting ongoing initiatives, progress of the Leadership Team, a request for continued support and addressing of questions regarding public safety and homelessness. The vision and mission of the Leadership Team were presented; the history and origin of the initiative; strategic goals of the various work groups of the Team; and the coordinated entry process. She also presented information on best practice fact- finding; moving forward; and continued support from the city of Denton. Council discussed panhandling and the fact that many panhandlers were not really homeless; suggested contacting other cities and/or the County for funding; and common misperceptions concerning the homelessness. B. ID 17-832 Receive a report; hold a discussion, and give staff direction regarding the preliminary FY 2017-18 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. Electric Department - Chuck Springer, Director of Finance, presented the Electric Department budget. He reviewed cost containment strategies; annual peak demands and energy trends; growth factors; CIP definitions; CIP plan budget by fiscal year; and revenue/expenditures. He continued with revenue definitions; budget highlights; expenditure definitions; and the five year forecast. City of Denton City Council Minutes July 25, 2017 Page 2 Solid Waste and Recycling Department – Springer presented department assumptions cost containment strategies; future risks and mitigation; updated forecast growth; and five year forecast. He noted revenues and expenditures; five year Capital Plan; and budget highlights. C. ID 17-762 Receive a report; hold a discussion, and receive departmental presentations in preparation for the FY 2017-18 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. Caroline Booth, Director of Economic Development, presented her departmental budget. She reviewed the City and Chamber responsibilities for economic development. Goals and accomplishments; performance measures; cost containment strategies; and process improvements. Budget highlights; operations details; and net revenue from projects with an active Chapter 380 agreement were also presented. Chamber of Commerce - Adam Gawarecki, presented the Denton Chamber Economic Development goals and accomplishments; performance measures; cost containment strategies; process improvements; and expenditure budget highlights. Chuck Carpenter, Vice-President of the Chamber of Commerce, presented the details of the Denton Chamber Economic Development goals and accomplishments of the Small Business Development Center. Legal - Aaron Leal, Interim City Attorney, presented the department's budget presentation. He reviewed the organizational chart, number of FTEs, goals and accomplishments; performance measures; cost containment strategies; and budget highlights. Capital Projects - Galen Gillum, Capital Project Director, presented the Capital Projects budget in terms of FTEs by functional area; accomplishments; performance measures; cost containment strategies, process improvements; specific process improvements for capital projects; and budget highlights. Sarah Kuechler, Assistant to the City Manager, presented the City Manager's Office budget. She reviewed goals and accomplishments; performance measures; process improvements; and budget highlights. D. ID 17-839 Receive a report, hold a discussion and give staff direction on the Mobility and Bike Plan. This item was not considered. E. ID 17-926 Receive a report, hold a discussion, and give staff direction regarding the use and potential disposal of real property tracts owned by the City of Denton. This item was not considered. F. ID 17-999 Receive a report, hold a discussion, and give staff direction regarding the Charter Review Committee recommendations. City of Denton City Council Minutes July 25, 2017 Page 3 Bryan Langley, Deputy City Manager, presented a follow-up from the last Council meeting. There was at least one last item to consider - Charge #6-Ethics. He reviewed the Committee recommendation in terms of Charter language and an ethics ordinance plus prior Council discussion. Council discussed modifications to the proposed language in terms of applying the ethics provisions to employees; whether to establish a Board of Ethics for administration and enforcement and have that included in the Charter language; whether to include subpoena power for documents and witnesses; and the backup of the review process Consensus was obtained on the following provisions: #2 redline version – keep at Charter level List of people the provision would apply to – Council, Council appointees, and staff – put in ordinance level not at the Charter level. #3 avoidance of appearance – maintain at the Charter level #4 - as written with subpoena power and with the additional provision Provision for review process before formal review - not at Charter level Langley stated that staff would return at the next meeting with proposed ballot language for Council consideration. G. ID 17-1002 Receive a report, hold a discussion, and give staff direction regarding a compressed natural gas (CNG) fueling facility at the intersection of Mayhill Road and Spencer Road. Ethan Cox, Director of Solid Waste, presented information on the CNG Fueling Station. He reviewed background information, the TCEQ grant, operations, pro forma options versus diesel; pro forma options versus mobile fueling; additional considerations including competition, administrative costs, card processing costs, public access and security, and liability. Council discussed what the grant had already been spend on thus far. Cox continued with next steps that included initiating gas line construction, gas delivery agreement; gas purchase agreement and opening the fueling facility. Kenny Banks, General Manager of Utilities, reviewed the environmental impacts of CNG vs B20 for refuse trucks. Consensus of the Council was look at other entities first for possible partnerships, then consider Option 3. Staff would return with another presentation with information gathered on possible partnerships. The City Council convened in a Special Called Meeting to consider the following items. City of Denton City Council Minutes July 25, 2017 Page 4 1.CONSENT AGENDA Council Member Briggs motioned, Council Member Ryan seconded to approve the Consent Agenda and accompanying ordinances. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Council Member Ryan "aye", Council Member Gregory "aye", Mayor Pro Tem Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2017-207 A. ID 17-921 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a Continuous Highway Lighting Agreement between the City of Denton and the Texas Department of Transportation regarding the 35Express project. Ordinance No. 2017-208 B. ID 17-975 Consider adoption of an ordinance amending the schedule of Water Rates contained in Ordinance No. 2016-274 for Water Taps and Meter Fees and amending section 26-126.1.e of the Denton Code of Ordinances; providing for a repealer; providing for a severability clause; and providing for an effective date. The Public Utility Board recommends approval (7-0). Ordinance No. 2017-209 C. ID 17-984 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Professional Services Agreement for consulting services relating to City of Denton Solid Waste operations; providing for the expenditure of funds therefor; and providing an effective date (File 6510-awarded to Weaver and Tidwell, LLC in the not-to-exceed amount of $75,000). 2. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Briggs requested information on the full cycle global warming potentials for the Denton Energy Center. City of Denton City Council Minutes July 25, 2017 Page 5 Mayor Pro Tem Bagheri requested an informal survey regarding the cost for school resource officers. Council Member Gregory requested a cost analysis for the number of times the officers were dispatched to secondary school in terms of a cost efficiency factor. Council Member Ryan requested staff look at the possibly adding a right turn lane at Ryan Road and Country Club Road. Mayor Watts requested a cost analysis on the mining operation at the landfill. Following the completion of the Special Called Session, the Council convened in a Closed Meeting at 6:42 p.m. to consider the specific items listed below under the Closed Meeting section of this agenda. 1. Closed Meeting: A. ID 17-968 Certain Public Power Utilities: Competitive Matters --- Under Texas Government Code, Section 551.086. Receive competitive public power competitive information and financial information from staff regarding the proposed FY 2017-2018 operating budget for Denton Municipal Electric ("DME") including without limitation, proposed rates for DME for FY 2017-2018, expected revenues, expenses, commodity volumes, and financial commitments of DME; discuss, deliberate and provide staff with direction. This item was not considered. B. ID 17-983 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with, and provide direction to, the City’s attorneys relating to the City’s procurement activities for Request For Proposal 5937 for Supply of Reciprocating Internal Combustion Engine Generator Sets and Auxiliaries for the City of Denton for the Proposed Denton Energy Center and Request For Qualifications 5898 for Professional Services for the Design- Build of the Proposed Denton Energy Center for the City of Denton where public discussion associated with these legal matters would clearly conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. The Council convened in Open Session and with no further business, the meeting was adjourned at 7:53 p.m. __________________________ ________________________ CHRIS WATTS JENNIFER WALTERS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1062,Version:1 AGENDA INFORMATION SHEET AGENDA DATE:August 15, 2017 DEPARTMENT:Parks and Recreation DCM:Bryan Langley SUBJECT ConsiderapprovalofaresolutionallowingtheBlackChamberofCommercetosellalcoholicbeveragesforthe BluesFestivalonSaturday,September16andSunday,September17,2017,heldinQuakertownParkupon certainconditions;authorizingtheCityManagerorhisdesigneetoexecuteanagreementinconformitywith this resolution; and providing for an effective date. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© Exhibit 1 AGENDA INFORMATION SHEET AGENDA DATE: August 15, 2017 DEPARTMENT: Parks and Recreation DCM: Bryan Langley SUBJECT ..Title Consider approval of a resolution allowing the Black Chamber of Commerce to sell alcoholic beverages for the Blues Festival on Saturday, September 16 and Sunday, September 17, 2017, held in Quakertown Park upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. ..Body BACKGROUND The Denton Blues Festival is organized by the Black Chamber of Commerce, whom has requested that the sale of alcohol be permitted and authorize the Black Chamber of Commerce as the vendor. The Black Chamber of Commerce will be responsible for rental of the booth space, obtaining the temporary license for selling alcohol, securing the temporary permit for selling alcohol, and providing comprehensive liability insurance in the amount of $500,000. In addition the Black Chamber of Commerce agrees to indemnify the City of Denton against any liability incident to the selling of alcoholic beverages at the Denton Blues Festival.The Black Chamber of Commerce will have police security at the event. The 19th Annual Denton Blues Festival event promotes cultural enhancement and is co-sponsored by the City of Denton. It is held in Quakertown Park and includes national and local Blues artists, karaoke, various vendors, and children’s activities. This three-day free event is Friday, September 15, 6 p.m. to 10 p.m., Saturday, September 16, noon to 10 p.m., Sunday, September 17, noon to 9 p.m. The event continues to grow each year through community participation, vendors, and entertainment. This years event is expected to host 10,000 participants, and 50vendors. RECOMMENDATION Staff recommends approval. PRIOR ACTION/REVIEW (Council, Boards, Commissions) July 10, 2017, the Parks, Recreation and Beautification Board recommended approval 5-0. August 16, 2016, the City Council approved a resolution to allow the Black Chamber of Commerce to sell alcoholic beverages at the Denton Blues Festival. September 1, 2015, the City Council approved a resolution and allowed The Black Chamber of Commerce to sell alcoholic beverages at the Denton Blues Festival. 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, Liveable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family-Friendly Community Related Goal: Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS 1.Agenda Information Sheet 2.Letter of Request 3.Excerpt from the Parks, Recreation and Beautification Board Minutes of July 10, 2017 4.Resolution and Quakertown Park Contract Respectfully submitted: Emerson Vorel, Director Prepared by: Janie McLeod, Community Events Coordinator Exhibit 2 Exhibit 3 EXCERPT from DRAFT MINUTES PARKS, RECREATION AND BEAUTIFICATION BOARD July 10, 2017 Civic Center Community Room After determining that a quorum of the City of Denton, Texas, Parks, Recreation and Beautification Board is present, the Chair of the Board thereafter convened into an open meeting onMonday, July 10, 2017, at 6 p.m. in the Denton Civic Center, 321 E. McKinney Street, Denton, Texas. Members Present: Russ Stukel, Chair; Paul Leslie, Frances Punch, Kent Boring, Gary Barber Members Absent: Maria Renner, Johanna McDaniel Staff present: Emerson Vorel, Julie Williams, John Schubert, and Janie McLeod OPEN MEETING ACTION ITEM: Consider making a recommendation to the Denton City Council on the following: A. Consider a Request from the Denton Black Chamber of Commerce to Sell Alcoholic Beverages at the Denton Blues Festival PerJanie McLeod, Community Events Coordinator, the Denton Black Chamber of Commerce has requested to be allowed to sell alcoholic beverages at the 19th Annual Blues Festival held in Quakertown Park on Friday, September 15 through Sunday, September 17, 2017. The Denton Black Chamber of Commerce, sponsor of the Denton Blues Festival, will be responsible for obtaining the temporary license and insurance and providing security for the event. Staff recommends approval of the request, which is consistent with previous special events hosted in Quakertown Park. MOTION: Leslie made a motion to approve; Barber seconded. The motion passed with a vote of 5-0. Prepared by Janie McLeod, Community Events Coordinator Exhibit4 QUAKERTOWNPARKAGREEMENTFOR THE BLUES FESTIVAL STATE OF TEXAS § COUNTY OF DENTON § This Agreement, made this day of 2017, by and between the City of Denton, a municipal corporation, hereinafter referred to as the "CITY" and the Black Chamber of Commerce, (called "CHAMBER"). WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 GENERAL The City grants to CHAMBER the exclusive privilege to distribute/sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the Blues Festival September 16-17, 2017 to be held at Quakertown Park. This privilege does not extend beyond the dates of the Blues Festival for the year 2017. ARTICLE2 SCOPE OF SERVICES CHAMBER, in order to exercise the privilege to distribute/sell alcoholic beverages, must perform the following: A. CHAMBER shall be solely responsible for the rental and payment for any booth space necessary for the distribution/sale of alcoholic beverages at the Blues Festival. B. CHAMBER shall be solely responsible for obtaining any temporary license and/or permit necessary for the distribution/sale of alcoholic beverages at the Blues Festival. C. CHAMBER shall be solely responsible for the obtaining and paying for any security necessary for their distribution/sale of alcoholic beverages at the Blues Festival. D. CHAMBER'sfailure to do any of the above or to show proper proof of compliance shall waive their right to exercise the privilege of distributing/sellingalcoholic beverages at the BluesFestival. ARTICLE3 LOCAL RULES AND REGULATION CHAMBER agrees to abide by all municipal, county, state, and federal laws, ordinances, rules, and regulations, and specifically, without limitation, the Quakertown Park Rules and Regulations, to obtain all necessary and proper licenses, permits, and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith. CHAMBER shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the distribution/sale of alcoholic beverages. CHAMBER will exercise reasonable care and due diligence in their distribution/sale of alcoholic beverages at the Blues Festival. ARTICLE4 INDEMNITY AGREEMENT CHAMBER shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death, and property damage, resulting from the negligent acts or omissions of CHAMBER or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLES INSURANCE During the performance of the Agreement, CHAMBER 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 $500,000 for each occurrence, and not less than $500,000 in the aggregate, and with property damage limits of not less that $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Liquor/Dram Shop Liability in the amount of $250,000 per occurrence for any event occurringonCity-owned property wherealcohol will be provided or served. Blues Festival- Page 2 C. CHAMBER shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and CHAMBER. In such event, CHAMBER shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE6 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) days' mailing: To CHAMBER: To CITY: Black Chamber of CommerceCITY OF DENTON: Kerry Goree, Chairman City Manager P.O. Box 51026 215 E. McKinney Denton, TX 76206Denton, Texas 76201 w/ a copy to: Trey Lansford, Deputy City Attorney 215 E. McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE7 ENTIRE AGREEMENT This Agreement constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLES 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 Blues Festival- Page 3 enforceable provision which comes as close as possible to expressing the intention of the stricken provtswn. ARTICLE9 DISCRIMINATION PROHIBITED In performing the services required hereunder, CHAMBER shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 10 PERSONNEL CHAMBER represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with, the CITY. ARTICLE 11 ASSIGNABILITY CHAMBER shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. ARTICLE 12 MODIFICATION 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 13 MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit "A" Resolution No. ---------------- B. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. Blues Festival- Page 4 C. The captions of this Agreement are for infonnational purposes only, and shall not in any way affect the substantive tenns or conditions of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CHAMBER has executed this Agreement throughits duly authorized undersigned officer on this the day of , 2017. CITY OF DENTON, TEXAS TODD HILEMAN, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: _ BLACK CHAMBER OF COMMERCE WITNESS: Blues Festival-Page 5 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1063,Version:1 AGENDA CAPTION Consideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforthesupplyof irrigationpartsfortheCityofDentonParksDepartment;providingfortheexpenditureoffundstherefor;and providinganeffectivedate(RFP6365-awardedtoLonghornInc.inthethree(3)yearamountnot-to-exceed $300,000). City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Mario Canizares DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the supply of irrigation parts for the City of Denton Parks Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 6365-awarded to Longhorn Inc. in the three (3) year amount not-to- exceed $300,000). FILE INFORMATION This request for proposal is for the supply and purchase of irrigation parts and supplies to maintain watering systems located in City parks, right of ways, landscape beds, athletic fields and any other areas maintained by the City of Denton. These irrigation supplies will also be used to install new systems as needed. Requests for Proposals were sent to 53 suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) proposals were received, evaluated and ranked based upon the published criteria shown on (Exhibit 2). Staff is recommending award of all line items to one vendor to insure ease of ordering and compatibility of parts. Longhorn, Inc., a local vendor, was ranked the highest and determined to be the best value for the City. Since Longhorn, Inc. is located within the City of Denton, they provided the shortest delivery time which allows for convenient access to the parts inventory. RECOMMENDATION Staff recommends awarding the purchase of irrigation supplies to Longhorn Inc. in the three (3) year not- to-exceed amount of $300,000. PRINCIPAL PLACE OF BUSINESS Longhorn, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one year contract with options to automatically renew for two (2) additional one (1) year periods, with all terms and conditions remaining the same. Agenda Information Sheet August 15, 2017 Page 2 FISCAL INFORMATION Irrigation supplies will be purchased as needed from Parks Department operating account 402120.6514. The contract may also be used by other City departments on an as needed basis. 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: 4.4 Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Evaluation and Pricing Sheet Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Galen Gillum, 349-7656 Director of Capital Projects For information concerning this acquisition, contact: Craig Arrington at 940-349-8451. DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ /ƚƓƷƩğĭƷ ğƌǒĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND LONGHORN, INC. (FILE# 6365) This Contract is made and entered into this date _____, by and between Longhorn, Inc., a corporation, whose corporate address is 2640 Tarna Drive Dallas, Texas, 75229, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES RFP #6365 Supply of Irrigation Supplies, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a)Special Terms and Conditions; (b)#6365(on file at the office of the Purchasing Agent); (c)City of Denton Standard Terms and Conditions C; (d)Certificate of Interested Parties Electronic Filing (e)(Exhibit "E"); (f)Form CIQ Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed INDEMNITY THE SUPPLIER REPRESENTS AND WARRANTS TO THE CITY THAT THE INTELLECTUAL PROPERTY SUPPLIED BY 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, AND THAT NO CLAIMS HAVE BEEN MADE BY ANY PERSON OR ENTITY WITH RESPECT TO THE OWNERSHIP OR OPERATION OF THE INTELLECTUAL PROPERTY. MOREOVER, 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 RFP# 6365 Longhorn Inc.1 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM ANY CLAIM THAT THE CITY'S EXERCISE OF ITS LICENSE RIGHTS, AND ITS USE OF THE INTELLECTUAL PROPERTY, THE SUBJECT OF THIS CONTRACT, INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, OR THE BREACH OF ANY OF REPRESENTATIONS OR WARRANTIES STATED IN THE CONTRACT DOCUMENTS. IN THE EVENT OF ANY SUCH CLAIM, THE CITY SHALL HAVE THE RIGHT TO MONITOR SUCH CLAIM OR AT ITS OPTION ENGAGE ITS OWN SEPARATE COUNSEL TO ACT AS CO-COUNSEL ON THE CITY'S BEHALF. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Date:______________________________ Name:Mike Brooks_______________ Title: Longhorn Inc. ____________ _____940.381.5063___________________ PHONE NUMBER __mbrooks@longhorninc.com__________ EMAIL ADDRESS 2017-233751_________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ TODD HILEMAN CITY MANAGER BY: __________________________________ Date:________________________ RFP# 6365 Longhorn Inc.2 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY:_______________________________ RFP# 6365 Longhorn Inc.3 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F Exhibit A Special Terms and Conditions 1.The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2.Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be 3.Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The representative as needed by the City. 4.Contract Terms The contract term will be one (1) year, effective from the date that the City provides notice of the either party notifies the other party in writing prior to the renewal date that the contract will not be renewed or the contract is otherwise terminated or completed. This contract may only be automatically renewed for an additional two (2) one-year periods, subject to the terms herein, without City Council approval. 5.Price Escalation and De-escalation -escalation price adjustment annually based on these special terms. The escalation/de-escalation will be based on the U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for other irrigation supplies (WPU071304117). The stated eligible bid price will be increased or decreased based upon the annual percentage change in the PPI so long as the change is greater than the minimum threshold value of +/- 1%. The maximum escalation will not exceed +/- 8% for any individual year. The Supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Th increase to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. The Supplier should provide documentation as a percentage of each cost associated with the RFP# 6365 Longhorn Inc.4 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F unit prices quoted for consideration.If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton, at its sole option, reserves the right to either: (1) accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award; or, (2) reject the increase within thirty (30) calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Supplier may request cancellation of such items from the contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. The prices in effect prior to the increase request must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6.Total Contract Amount The contract total shall not exceed $300,000. Pricing shall be per Exhibit E attached. 7.Delivery Lead Time If the order is received prior to noon, products or services will be delivered within the same day after the receipt of order from the City. Orders received after noon, will be received the next morning. RFP# 6365 Longhorn Inc.5 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings 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 Supplier. No Terms and Conditions contained in 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 -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 address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be RFP# 6365 Longhorn Inc.6 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 , facilities, or the 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 ct. 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, 10.WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, RFP# 6365 Longhorn Inc.7 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 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, 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 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 address and, if applicable, the tax identification number on the invoice must exactly match the ion with the City. Unless otherwise instructed in writing, the 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. F. The City will furnish a tax exemption certificate upon request. 13.PAYMENT: RFP# 6365 Longhorn Inc.8 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within d 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 performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by RFP# 6365 Longhorn Inc.9 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 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 bstitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in RFP# 6365 Longhorn Inc.10 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19.WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20.WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. RFP# 6365 Longhorn Inc.11 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 deliverabl 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 , the 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 of this section. RFP# 6365 Longhorn Inc.12 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 ten (10) 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 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 RFP# 6365 Longhorn Inc.13 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F provided by law. 28.TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon th notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29.FRAUD:Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30.DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31.INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Co subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), RFP# 6365 Longhorn Inc.14 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 RFP# 6365 Longhorn Inc.15 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 icated within the Contract. 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. 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 address as a party may notify the other in writing. Notices RFP# 6365 Longhorn Inc.16 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) 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-Further, Contractor 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 inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. RFP# 6365 Longhorn Inc.17 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 identified. 40.ADVERTISINGprior 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 RFP# 6365 Longhorn Inc.18 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 of 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, sation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either RFP# 6365 Longhorn Inc.19 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48.INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49.DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the 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 RFP# 6365 Longhorn Inc.20 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 approvedby the City Manager of Denton, Texas or his authorized designee. 53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54.NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55.EQUAL OPPORTUNITY RFP# 6365 Longhorn Inc.21 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F A.Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or RFP# 6365 Longhorn Inc.22 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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 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. 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 RFP# 6365 Longhorn Inc.23 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F 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. 4.Purchase order 5.Supplier terms and conditions RFP# 6365 Longhorn Inc.24 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.25 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.26 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.27 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.28 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.29 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.30 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.31 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.32 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.33 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.34 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.35 DocuSign Envelope ID: 6559A49F-A91C-4A19-A208-8E93FE20717F RFP# 6365 Longhorn Inc.36 Certificate Of Completion Envelope Id: 6559A49FA91C4A19A2088E93FE20717FStatus: Sent Subject: Please DocuSign: City Council Contract 6365 Source Envelope: Document Pages: 37Signatures: 2Envelope Originator: Supplemental Document Pages: 0Initials: 0Robyn Forsyth Certificate Pages: 6 AutoNav: EnabledPayments: 0robyn.forsyth@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Robyn ForsythLocation: DocuSign 8/3/2017 3:06:04 PM robyn.forsyth@cityofdenton.com Signer EventsSignatureTimestamp Robyn ForsythSent: 8/3/2017 3:11:01 PM Completed robyn.forsyth@cityofdenton.comViewed: 8/3/2017 3:11:15 PM BuyerSigned: 8/3/2017 3:13:02 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 Mike BrooksSent: 8/3/2017 3:13:03 PM mbrooks@longhorninc.comViewed: 8/4/2017 2:36:19 PM Security Level: Email, Account Authentication Signed: 8/4/2017 2:38:05 PM (Optional) Using IP Address: 107.77.196.34 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 8/4/2017 2:36:19 PM ID: 9619619a-8694-49dd-bbe7-feca66a675bc Jennifer DeCurtisSent: 8/4/2017 2:38:09 PM jennifer.decurtis@cityofdenton.comViewed: 8/4/2017 2:58:27 PM Deputy City AttorneySigned: 8/4/2017 2:58:47 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia WinkleySent: 8/4/2017 2:58:49 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 Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Signer EventsSignatureTimestamp Accepted: 7/25/2017 9:02:14 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 In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Sherri ThurmanSent: 8/4/2017 2:38:07 PM sherri.thurman@cityofdenton.comViewed: 8/4/2017 2:43:15 PM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia WinkleySent: 8/4/2017 2:38:08 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 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 Carbon Copy EventsStatusTimestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Craig Arrington craig.arrington@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Emerson Vorel emerson.vorel@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted8/4/2017 2:58:49 PM Payment EventsStatusTimestamps 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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By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1064,Version:1 AGENDA CAPTION Consideradoptionofanordinanceacceptingcompetitiveproposalsandawardingacontractforoverheaddoor andautomaticgaterepairs,maintenance,orreplacementatCityofDentonownedfacilities;providingforthe expenditureoffundstherefor;andprovidinganeffectivedate(RFP6369-awardedtoRayMcCainServicesin the five (5) year not-to-exceed amount of $350,000). City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Mario Canizares DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for overhead door and automatic gate repairs, maintenance, or replacement at City of Denton owned facilities; providing for the expenditure of funds therefor; and providing an effective date (RFP 6369-awarded to Ray McCain Services in the five (5) year not-to-exceed amount of $350,000). FILE INFORMATION RFP#6369 was issued on June 1, 2017 for overhead door and automatic gate maintenance, repairs, and replacement services for various City buildings and any other areas maintained by the City of Denton Facilities Department. City facilities that house this type of equipment include Airport LESA (Hangars), Fire Stations 1-7, Linda McNatt Animal Shelter, Denton Municipal Electric Meter Bay, Distribution Center, Fleet Services, Service Center, Solid Waste Hazardous Chemical Collections Building, Water Plant, and Water Treatment Plants. This RFP will also be used to install new systems when required. Request for Proposals were sent to four hundred twenty one (421) prospective vendors. Staff is not aware of any local vendors that can provide the specific types of services required for both the large overhead doors and automatic gates listed in this RFP. One (1) responsive proposal was received from Ray McCain Services, a Denton County vendor. The proposal was evaluated based upon published criteria including price, delivery, compliance with specifications, and indicators of probable performance. Ray McCain Services met the required specifications and has provided quality and reliable maintenance and repair service to the City of Denton for the past ten years. Since they are located within Denton County, this will allow for convenient access to the parts inventory. Therefore, Ray McCain Services has been determined to be the best value for the City. RECOMMENDATION Award a contract for overhead doors and automatic gate maintenance, repairs, and replacement to Ray McCain Services, in the five (5) year not-to-exceed amount of $350,000. PRINCIPAL PLACE OF BUSINESS Ray McCain Services Krum, TX ESTIMATED SCHEDULE OF PROJECT The initial term of this contract is for one year with options to automatically renew for four (4) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These services are funded through the Facilities Maintenance cost allocation budget for buildings that are maintained by Facilities Management. Services performed at buildings not maintained by Facilities Management are charged back to the using department. 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: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Evaluation and Ranking Sheet Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Galen Gillum, 349-7656 Director of Capital Projects For information concerning this acquisition, contact: Dean Hartley at 349-8243. DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 �a ; , -. �__ r =- � - aaaaaa,— � � Docusign City Counci) Transmitta) Coversheet RFP 6369 File Name 6369 Overhead Doors & Automatic Gate Maintenance, Repair Purchasing Contact Robyn Forsyth City Council Target Date AUgUst 15, Zol� Contract Value $350,000 Piggy Back Option yes Contract Expiration Ordinance & Replacemen DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN RAY McCAIN SERVICES INC. (FILE 6369) THIS CONTRACT is made and entered into this date by and between Rav McCain Services Inc, a corporation, whose address is 2901 FM 156 North, Krum TX 76249, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City's document RFP 6369- Su�lv of Overhead Door, Automatic Gate Maintenance, Re�airs, and Re�lacements Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) Request for Proposal (Exhibit "B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Form CIQ — Conflict of Interest Questionnaire (Exhibit "F"); (g) Contractor's Proposal. (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP#6369 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: AUTHORIZED SIGNATURE Date: Name: Rav McCain Title: Owner PHONE NUMBER ravmccainservices(a(a��mail. com EMAIL ADDRESS 2017-2411411 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: : APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY : TODD HILEMAN CITY MANAGER Date: RFP#6369 2 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $350,000. Pricing shall be per Exhibit G attached. 2. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional four (4) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment Annually. The escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the Annually percentage change in the manufacturer's price list. The price adjustment will be determined Annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1 %, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment Annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The sunnlier must submit or make available the manufacturers nricin� sheet used to calculate the bid nronosal, to narticipate in the escalation/de-escalation clause. RFP#6369 3 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 1 l, 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. l. 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. RFP#6369 4 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and 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. RFP#6369 5 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ 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. ll. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. RFP#6369 6 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received 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 RFP#6369 7 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. RFP#6369 8 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in 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 RFP#6369 9 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. 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 RFP#6369 10 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. 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 RFP#6369 11 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The 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. RFP#6369 12 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 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 sha]1 procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance sha]1 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 RFP#6369 13 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. 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. RFP#6369 14 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 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 solicitation instrument. Requirements: Specific insurance requirements are contained in the 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City's behal£ Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish RFP#6369 15 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint 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 o� 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. RFP#6369 16 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 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 RFP#6369 17 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income taY, withholding, social security taYes, 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 sha]1 perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 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, RFP#6369 18 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subj ect matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter l, 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 RFP#6369 19 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 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 (observe� If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, 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 paragraph — federally funded requirements are applicable. A. Definitions. As used in this RFP#6369 20 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 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. l0a - lOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taYes 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 l�tt�://www.dol.�ov/wl�d/eontraets/dbra.l�tm and at the Wage Determinations website www.wdol.�ov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give RFP#6369 21 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-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. RFP#6369 22 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 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 iinal negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions RFP#6369 23 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 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 comp/y 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. RFP#6369 24 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 • 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 comp/y with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. RFP#6369 25 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 • 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. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. RFP#6369 26 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a"blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. RFP#6369 27 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, orTWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. RFP#6369 28 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; RFP#6369 29 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) -(7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP#6369 30 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 :> C��2i��ICAi� OF p�iERE�TEI� P�4RiiE� �o�� 1�J� � .�.�� � �.��., .��... ioti Complete Nos. 1- 4 and 6 if there are irrterested p'es. 1 Complete Nos. 1, 2, 3, 5, and 6 if there are no i�erested parties. �����;������� 0� ����� 1 N e of 6�sin ent flling i , d the city, state d coun of the bu5iness 'ty's G�rtificxte u �r: of business. 2017-2414q1 Ray McCain Servlces Inc Krum, T'X United States te ried: 2 e of g ernmen e or te agency tt�at's a to the e tra�t r 'ch t e furm is 07/26/2017 6eing filed. City of Denton Dste A o ged: µ 08/04/2017 g F�rc�uir�� k�i� ��irtntifa:��i�an number a���c� by the govemmentai errtity or siat� �gencgr ta track or iderrti(yr th� cur�^act, and provide a descrl lon of the services, goods, or o�r pr e to pro�ded under the co ct RFP6369 5upply of overhead doors, automatic gates ma�ntenance, repairs and replacement services � __. Nature of interest 4 e of IMer p � City, e, Cou (place of business) � (ch a li bla) 2��� �_..� Contrdlinn � Ir�t�rm�t�iary McCain, Ray Krum, TX United Stat�s ' X ,�.,,_ _ _ _ . '� �-� -- ,w.�.. - _ �..�. ��, _�.�., � Cl��ck +ntvly if cl7�er� &� NO I�t��rested P . _ _. „ �. � � 6 AFFIbAVIT i svyear, or a�rm. under naJ of pe ty perjury, lhat the above disc ure is true and corcect. ,� � �� �� ����r� . 4� ���,��,�� �� •., � � •�e • NDY VAUG ' # � , � �� r � � F , .,�..� -1 �� , � ���. y� „^ N !D # 124943918 � y.��. �, �.„ � �, �,.� t..,.° EX�ir�.JUn2 2, 2024 � � p�t�C�rr ��srlk��sri;r �ti agent of corrtrac6ng i�i��r��ss entfty r r=����� ,,,��� _ � A�1=lX NOTARY STAMP / SEAL ABdVE Sworn to and subscrihed hefore me, by the said �, y� �� ��� __� _� ,,, �,_..__,,, this ihe �� day of "� �- 20 �� , to oertify which, witness my hand and seal r���x�#'ir:�. �� � _ � � (� ]� ��� {�� � ���` � �1�� y�!,� � �w��'��� � ,� _ ���1 ��. �� [.��. ��� � ����.4�@,� 1 �.� P� � R�{ � �ign�t�rr�.'8� r��f���er ���r��i�� �rir�r� oath Printed r��v1�f� of offlcer �w��:inisk�r�n� oath irtle ����r��r�rnir�is�sru�� oaih _ _ _ _ �, Forms �rr�vici�� l��r i`�x� �'t��ics ��r��r�i�,4af+��� wuuw.ethics.state.bc.us V�r�ivn V1.C�,�S:�. RFP#6369 31 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 EXHIBIT F � r: , �� �' e •r �� � �,t-.a �yi ti '�: � ���� � ; � � # . � � s � � � , # , r � a ' �; t �" t t t f,., I 1 1 1 A�3 9 ! 1 k 1�: �• � - 1'.. t ��,. ,; : 1' 1 # 1.: �! 1 4,. _..R �.�t 15 .� �i� � �I i ���1 � Iw�:� 1 ! 1 � ,- "� : ;� r ��. 11 � �� � s �� ° � , � . . ��, . � ., . �- , � . i������� : k i : �' '# 1 A�� i11 I��:�1 i 1 1:� � � 1 I 1` 1 1 �, ! !. 1, i�' 11 �` i 1.. ^�.; 1 � 4 "I f: • ��'�.{* . 1 ��.. # f�A•,.. �i. 1 1 1�� !. 1 � �.f � 11 ► ,.�.. ,.;' ! . � f 1 � f ,�,, 1 " � �.1 � 1 " � �, . R ' � ' 1 I i' 9 4��. Name of vendor who has a bu�iness relntiooship with locs! � ;���� � „ � ��� � . , 1 1'.; 1 f 5 ' 1 �..I� ' 1 l' ���. 1 �� � I�� � i Y. i M 1 � ' f; S 1 : " t! / o i .� :�: # : L/lA 1 : („ Na e of local go m eet o er about whom the iofar tion in this sectioo is being disclosed. .� � F �.... •'. ! '�I > ��.:I � 1 1 ' 1 '. 1 I 1 ��, � � li' � � ` � 4 ! ��,. 1 f 1 . � � � . , s � .'; � . � i �s � � r �� � :�' . i t Ti � a i � � �^ � � ��, � : : ��: � � .�. �,i � . . � E .�. ! � � A. !s the lncal government o�cer nemed in this section receiving or likely ta receive texable incoma, othor than invcstment income, &am the vendor? � h`cs t � �Fo i y 1 N:�' ! �', }:�`.. . 1 1 / ! ' f ! ♦ t ' l) ��, 1 R':',-� 'I 1 1 ' # •# ' 1 .�) ' Y' ."I 1 1 � � ��.5 1 �@ t, �. a , k � :^ a i � ��� . r a r � e �� � � « s� �, � � � , � �:� ���,. 1 a,i 1 ,,.; 4 � Y: �!. f 1' 11 .'. 1 .! i� �8S �O 1 1�.^� ���,�� • � n�. � �.�:� � 1� �. �f� . q t -'r ��',. �� ;f f :�:1 f . ... i'.. �� ....... ........ ......... ......... � , � �� Si ature o ad r doing bu iness with the govemmenta] entity I.iGf7�'k�.�•7 l.,L��.,�� _ �- ` � � ` Date RFP#6369 32 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 EXHIBIT G � 7, � , , ,� �{ �J��. s �� " l� +� � � � 'll� � } u` 't� i�N 1���- � �i _ � �F 4 i i��� �� tflix f t �I �� �' Sr �S } lti . � ��� f' i i '�� � � �t�' �� �1 � ��; �� '� r #� � �� i �� i ,��, ���� , „ i:� ��?. � ���5� �r; , a�, � ���. � „� -� \ � ��r;� « ;��'l. .��. �I �� '1� �F;'1'� �� � . � � � �� � � 1i i � r ,`i � � ,`� � a�� � °�' ' � � � � ,' , � w 1 1 �' 1�' .i 1� M' � 1 i i 1► 1 �. 1';. 1 i i: 1 .!i M • i 1 : �'�: � 1; R 1 � ' 1 � � .. � , � � a � . 1 � 1 �� 4 � ' � � �' M 1 1 �. . 1 1 " 1 I' M , ] � � , � , " ' IG - t 1 11 ' f� : ' isM 1 a i 1 u� s: � '� ` R'±M • ,,• .:: , 4 � ' 1 M i �.. It can t�ke si�a�ca�mt tame f�a� the su:bmisseans ta reach tit� City. RFP#6369 33 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 EXHIBIT G � , � . .. . � � � � : � , � � � � : , . i , : , . . . . . . . . . _ � : .. . . � . � � � , , . . , , , . � , � � � " - � .. , . � . M + .: � ,� , ,� � , : , .. . . . . . ,� � � � #� , : - . ' . . ,� � • ■ . � .: . . ! �` • � � t A � 4 11.. '.. �4 ♦ �, � � a �, , #, ! i r # + � � ! � � � ♦ �A � �% � e 1 + � � � � k � • + m ��. � � ��:. ls, * � ! S� ik � Vk � pp . � � # • � . �� .,s ., �/ d�,�, �, • w� ' #- � E" ��, , �. �. �� ,.. � �.;. a � i� : ,:.— . n i ��,,, .,� '��,. RFP#6369 34 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 EXHIBIT G Cltj/ Of DCrit011 RF1P# 6369 for Supply of Overhead Door, Automatic Gate Maintenance, Repair and Replacement Services � . � :��:r�r�a:�r���� __ _� .�.. ._..� r_.� � . , �_____... ���. � ���.�..�- _..�__, �__ . Check wM� � e as to e Co lete y es o e t Ca lete � _ _ � � � � _� � ,. _ ..m �,/ � �F����i 1 - Pri�;i:�� sheet �.�._,.M�e .�....M. _ � . � v m.. � �_ �_ _ _ - - - � � Review E�ibit 2- General Pravisions and Terms and Conditians _.--�- -.�_._... �� �...__�.���...�... � � __��� �, _ a...a.� . �. _ � � .�ua. �� Review Exhibit 3 Scope of WorkJTechnical Specifications -- � _� _� . , � .����...�..� R _. - � ..a �. Review Exhibit 4- Tecl,nical �.�r�w��a�� and Plans (i�`��:���i�cable`� ew. n . v.,. _— _� _ �,� ,._ - .___ ��/°` �;c��e� �I���t �' Solicitation number � m rc - � �_� � . � � . - .�_� �a�..,� .. . _. u _��_ � _ ...... _. � ......._ en�.... _. � � � Solic�tation name -- _ ,._— ��._ ..� �. M. . � a.� .... �. �"` Firm name __ _ _..._...... m _� _ .... Firm address � �. ______........ �...... ... . . � .._ __ _...__ ...... .......... ....._, . . _____ ._..- — - __ _.__...... Contact name � n.. .... , ..w ., _ r,� �.a. � . -.. w� ... _ � , m. . ... _ . .... _. ...... �. -- -- Contact phone ^ _� � _ �_ .�_�m�.�..�.....����.�� �_.�_�-�, -.....�...�...��_�,�_.._- ������.._..�__.��.__....�_..��.e...__...�.e t�' � �� - Contact fa;� �.w.�_� _ _...._ _.._ _.m �. . __ - Websrte address �'� ii�11t {'r��� � °��€`�� C , �. m���._�� � ...� m �...m.. __�.v,., U -_� _ �� �� _��,.a�__� w� �._�e � .� �_n....., �..�_..� �, �_� � Contact email address � ._ � �_,�,a ea� a. � .� � _ .�. ..,, m.. _„e � � .. - _�_ ��.. .. ._ m . _ _ ..� �.. .v.. s,�'' Solicitation Checklist --- -.._.__.._......._ , _.... W....m,. _ . _ - �_ tr°' Attachment A- Business (7v��v€�vv t�uestionnaire � �...�_....� � . __._� _.__..__�,.. � _._.._ _.... .� � � ,���A _.. � �r' Document how �rm meets minimum qualifications (Section 3) ----�.�-.._.- .................�..,_ � ..... _.. . . ...... .,,. . .. ._ ���,_.�. _ ___ _...... ,� Detail to support evaluation criteria —. . - ...._-._...� _ -- --- - _ � Attachment B - �;�;c���iar� Form _ __ .l '� Attachment C- Safetv Record puestionnaire (if applica.ble) ���� :.._a.�_� m_..�... � - ...............�_.....__.,, _��.w..� � �` Attachment D - Reference Farm . � wr,, �.��� .� _...._._..... �_�...... m. ,... �e�,�� , -.� . _........ _ _.._. __. � Attachment E- Conflict of Interest Questionnaire Form - wit6 s��nature .� .......—.. � -� .-v......._ ...�_._ � . _. __ __ ,. � Attachment � - Acknowled�ment �,� � . ,n,.� � _. � .m.m _ � e �„ �w_._.� �.._— �.. . �� _... e. �._.....m..��.m.n �"' Acicnowled�ment of Addenda ��„ .... _.....a� .� m� ... � ...,_a�� ,..�. �.� _m.........._.._ _ �...a, ..� � - _�� . Submission si�ned by authorized officer, in the order speciCed below , ,��__�..0 . . u the Ci ' �' �����`+� �i��i� �������%�,������. If submitting a hard copy, ty requires one (1) original and� three (3) copies, with the pricing sheet submitted electromcally an +����� or emailed i� ����1 to Ebids("al,c�fvt�fde��tvn.norn with the Solicitation # and name in the subject line. - _.,. �-� _ �-��-�- � �--- _- . ..�.w.__. __ .���.�.....�._ _u......m�, _— - �l��t���a��ic �ul�r�li�s$���: If submitting an electronic proposal anly, email to Ct�i�f�r"����,�i.�c�f��r���n � c�A�� with the Soliciiation # and name in the subject line. The pricing sheet (Exhibit 1) must be in excel format. � � � . �. . �; t i R R RFP 6369 RFP#6369 35 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 EXHIBIT G � �� � '� ♦��.+ � ,� ��� ♦ .� l���� i i -.: � � '-�: � � � � � � �;� � . •� . � � ► � �. � � • � � �. � r �• ��: r r j ,.,. �+ .: / ��.; ! .� ! ' E f ! ,..., / ! / ��! ♦ ! ." . f 1 � .# ! !�. � F' 'S L,e 11 2; � .F� dress: 2 '1 fv � � Is ar X i b �i �(Vt ' S I�G � A ent p,u arized to si n con ct e): L � � A ent'se '1a ess: (' LCc�Lns�.rv`C�s awl•Ls . .. 3. 4rganiz�tion Class �circle}; ners ' �' Ca ora 'on x 4. T ay�r I#: -► 12. � �i�'�"� � � i . � 5. ate lishe : � � 1 �. f �� i�u �: �� �' �� �� '� ,� C�r(� �r�t �� ' � S3 . 6. istoric Iy Un e tili us' ess: Y�s or o 7. oes y� co y ave establi e physic prese�.ce ia� e S te of Texas, or � Ci af ent�n? Yes or o� in ic ? � l C� ' 8. le e rovi e a e°led listin of a xo uc or se ices at ya cv y rovi es. ��� � � i�t� �"t���i�����:� �w,� ���� ���`���:��� r.� I���,��.} � �'t � ��c��. � a.s�_ � (?�; ��� t,, �> � � �� � �e_ 9. �1�� �r��ic �������ray t�l�c9 ��r ����i� ���a���ed in y liti ��t�c�za involvin yo �a y e er on a con ct 't 'n e I t ve ye s er yo c ent co y n e�r y a er co p y n e? If so ro ° e e'ls of e issues d resolutian if aVaiiable. clu e laws 'ts where ez w °` valved. { oticea F�ilure t� isclas� �`s i c� ation ' ra os °su 'ssion, later iscovere ay sult in �onixact te inatior► at the O er's o tion.} 10. ave yc�u ever efa ted a�r or failed t� ca lete a contxact er yo c ent co y e ar any � er ca p� n e? If so, where and w y? ive n e d t�le ane n r of er. � FP 636° '� RFP#6369 36 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 EXHIBIT G . .• � . .. � �� M �� r � - � ��� . � - . - . - ..�. , +'•r. , . . _ 11. Have you ever had a contract ternunated by the Owner? If so, where and why? Give name and telephone n ber (s) af O er (s). 12. po co p y i ple ted ployee ealth S ety Pro ca pli t` 29 CF 1910 " eneral dus St dards" or 29 CF 1926 "Gener Co crion St d ds" ey apply to ya Co p y's c to activities? ��at����d��������_.���l�z�.�a�y�r���lf�l���i������ l�/t���.o���lx �c���ice����'�a�.k't"?�� �.t���;�t���� *��il"�d�l;��]�I.l�,�°��m1���; �1�:��� � � ��.��,����°�r���l��� l �)��'� . � I '� �- � '- r- : ��. �- - � � _ .. � il � �_ � ��-: r� • R . . - .� . . . �� M « , r � � �. .. r� . r- - -. � � � . � - � . � � .- � � *-; � � .- -r . ;� .- . � � a,- . �.- � +- � � � � - � . �- ..� , � � . .• . t � � +, • � • � . - � r [.... .. i ........ �• . , f �� � � R � . ..1 . ` f. � r .. ...! R. ., � ! ' 1 . - :� � RI'P 6369 RFP#6369 37 DocuSign Envelope ID: 85236276-F6A6-4912-AOCA-B6D4FA448A51 EXHIBIT G City of Denton PN 6364 for S�ipply af Overhead Door, Auto atic C��te �aintenance, Repair and Replacement Serviccs 1�. �'x°rs�f�a�a� ����;����s ��� ������t�t �C�� ��_���;��„�������� �� ����� r��, ��t� N���i���� ����.��r�*����`c:��3��a� �1�4���$c����R. 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' � -' � � � � 1 7 � s' �; �:, � �, � ,+ r, � -w „ ti� � � � �.. � ������ ������ � ����� ������ 11 c�� � ts � � a�ay�� y a���ss� t� i� � t �s �t� a� s � t sii at: ����J�I� "4� �n"��4��,�°.�����r�i�� �����d�� ���19� ��1�1`�a�k�g ��E�°�4���4, ����G���1+,'�+��1I��tl''w�� �tld��,� i � � � � f; ;,!-, ;«` Name: _��,�� - ---��_ _ � � ���r���t���yc, ���*�� ����...,�� ���t�r�}=������'�x � °. � ����,�.�� ��_.... ������:u�����. r � __ ,� - � �'1���: �6��ai��� � > � �� m � � �� �• � �� ���� �� RFP#6369 44 Certificate Of Completion Envelopeld:85236276F6A64912A0CA66D4FA448A51 Subject: Please DocuSign: City Council Contract 6369 Source Envelope: Document Pages: 45 Signatures: 0 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 8/4/2017 1:37:37 PM Signer Events Robyn Forsyth robyn.forsyth@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Ray Mc Cain raymccainservices@gmail.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer DeCurtis jennifer.decurtis@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia Winkley julia.winkley@cityofdenton.com 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 9:02:14 AM I D: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Holder: Robyn Forsyth robyn.forsyth@cityofdenton.com Signature Using IPAddress: 129.120.6.150 Status: Sent Envelope Originator: Robyn Forsyth robyn.forsyth@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 8/4/2017 1:43:11 PM Viewed: 8/4/2017 1:43:26 PM Signed: 8/4/2017 1:44:35 PM Sent: 8/4/2017 1:44:37 PM � , � �������a Signer Events Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia Winkley julia.winkley@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 David Saltsman david.saltsman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Signature Signature Status Status Status Status Status Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Carbon Copy Events Status Timestamp Not Offered via DocuSign Dawn Wilson dawn.wilson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Envelope Summary Events Envelope Sent Signature Status Hashed/Encrypted Timestamp Timestamps 8/4/2017 1:44:37 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Todd Hileman ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your pocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your pocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your pocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your pocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your pocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software O eratin S stems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Ex lorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via rox connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIl'T OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1065,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceauthorizingtheCityManagertoexecuteaCooperativePurchasingProgram AgreementwiththeAubreyIndependentSchoolDistrict(ISD)underSection271.102oftheLocalGovernment Code,toauthorizetheuseofCityofDentoncontractsforthepurchaseofvariousgoodsandservices; authorizingtheexpenditureoffundstherefor;anddeclaringaneffectivedate(File6514-Cooperative Purchasing Program Agreement with the Aubrey Independent School District). City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Mario Canizares DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a Cooperative Purchasing Program Agreement with the Aubrey Independent School District (ISD) under Section 271.102 of the Local Government Code, to authorize the use of City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 6514-Cooperative Purchasing Program Agreement with the Aubrey Independent School District). FILE INFORMATION Section 271.102 of the Texas Local Government Code, authorizes respective participating governments to enter into agreements for the purchase of goods and services. The attached Agreement is an authorization for the City of Denton to participate in contracts awarded by the Aubrey Independent School District and for the Aubrey Independent School District to participate in contracts awarded by the City of Denton. The contract will remain in effect until terminated by either party. This Agreement will allow both entities to utilize contracts for goods and services competitively bid by the other party to the contract. The bid process followed by both entities meets all statutory bidding requirements. Upon approval of the Agreement, the Aubrey Independent School District intends to utilize 2). RECOMMENDATION Approve a Cooperative Purchasing Program Agreement with the Aubrey Independent School District. PRINCIPAL PLACE OF BUSINESS Aubrey Independent School District Aubrey, TX ESTIMATED SCHEDULE OF PROJECT This Agreement is effective upon approval by the City of Denton and will remain in effect until terminated by either party. FISCAL INFORMATION Each future acquisition, based on this Agreement, will follow the City of Denton fiscal verification policy and be charged to the appropriate budget account. 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: 1.6 Collaborate with local, regional, state, and federal partners EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Contract #5647 Exhibit 3: Ordinance Exhibit 4: Cooperative Purchasing Agreement Respectfully submitted: Galen Gillum, 349-7656 Director of Capital Projects For information concerning this acquisition, contact: Karen Smith at 349-8436. DocuSign Envelope ID: 9A7C63F4-A7CC-4FED-B8E3-894FEE9F740C DocuSign Envelope ID: 9A7C63F4-A7CC-4FED-B8E3-894FEE9F740C Date:___________________ ATTEST: JENNIFERWALTERS,CITYSECRETARY BY:__________________________ APPROVEDASTOLEGALFORM: AARONLEAL,INTERIMCITYATTORNEY BY:_______________________________ Certificate Of Completion Envelope Id: 9A7C63F4A7CC4FEDB8E3894FEE9F740CStatus: Sent Subject: City Council Docusign Item - (6514) Cooperative Purchasing Agreement with Aubrey ISD Source Envelope: Document Pages: 4Signatures: 1Envelope Originator: Supplemental Document Pages: 0Initials: 0Rebecca Hunter Certificate Pages: 6 AutoNav: EnabledPayments: 0rebecca.hunter@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Rebecca HunterLocation: DocuSign 8/1/2017 7:15:34 AM rebecca.hunter@cityofdenton.com Signer EventsSignatureTimestamp Rebecca HunterSent: 8/1/2017 7:21:10 AM Completed rebecca.hunter@cityofdenton.comViewed: 8/1/2017 7:21:17 AM Senior BuyerSigned: 8/1/2017 7:22:33 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer DeCurtisSent: 8/1/2017 7:22:36 AM jennifer.decurtis@cityofdenton.comViewed: 8/1/2017 8:14:08 AM Deputy City AttorneySigned: 8/1/2017 8:23:17 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia WinkleySent: 8/1/2017 8:23:18 AM julia.winkley@cityofdenton.comViewed: 8/1/2017 11:17:58 AM 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 9:02:14 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 In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 8/1/2017 7:22:34 AM 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: 8/1/2017 7:22:35 AM 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 Eric Hough ehough@aubreyisd.net Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted8/1/2017 8:23:18 AM Payment EventsStatusTimestamps 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: Allow per session cookies Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1067,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDentonauthorizingtheCityManagerorhisdesigneeto executeacontractthroughtheHouston-GalvestonAreaCouncilofGovernments(H-GAC)forthepurchaseof trafficsignalhardwareincludingpedestrianpushbuttonsystems,illuminatedstreetnamesigns,andemergency vehiclepreemptiondevices,fortheCityofDentonTrafficDepartment;andprovidinganeffectivedate(File 6360-awardedtoConsolidatedTrafficControls,Inc.intheannualestimatedamountof$200,000forafour(4) year not-to-exceed amount of $800,000). City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Mario Canizares DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Houston-Galveston Area Council of Governments (H-GAC) for the purchase of traffic signal hardware including pedestrian push button systems, illuminated street name signs, and emergency vehicle preemption devices, for the City of Denton Traffic Department; and providing an effective date (File 6360 awarded to Consolidated Traffic Controls, Inc. in the annual estimated amount of $200,000 for a four (4) year not-to-exceed amount of $800,000). FILE INFORMATION This item is for the purchase of the following traffic signal hardware items for the signalized traffic intersections listed in Exhibit 2: Polara Pedestrian Push Button System-assists hearing and visually impaired citizens in crossing the street Southern Manufacturing- Illuminated Street Name Signs Global Technology- Emergency Vehicle Preemption Devices In order to maintain product uniformity and to limit the replacement inventory, these specific models are system models are not compatible with the current traffic signal software package. These items will be purchased through the Houston-Galveston Area Council of Governments (H-GAC) Cooperative Purchasing Program Contract PE-05-17 (Exhibit 3-Pricing Sheet). Consolidated Traffic Controls, Inc. (the awarded vendor) is the exclusive distributor in Texas for these items, therefore there are no local vendors that can provide these items. Pricing obtained through the Houston-Galveston Area Council of Governments (H- GAC) Cooperative Purchasing Program has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. RECOMMENDATION Award the purchase of traffic signal hardware in the unit prices shown on Exhibit 3, to Consolidated Traffic Controls, Inc. in the annual estimated amount of $200,000 for a four (4) year not-to-exceed amount of $800,000. PRINCIPAL PLACE OF BUSINESS Consolidated Traffic Controls, Inc. Arlington, Texas ESTIMATED SCHEDULE OF PROJECT These items can be delivered and installed within 30-45 days of receipt of an order via purchase order. The Houston Galveston Area Council of Governments (H-GAC) Contract #PE-05-17 expires April 30, 2019. The HGAC contract does contain an option to renew based upon mutual agreement between H-GAC and the Vendor. Staff will follow up with the H-GAC to confirm contract renewal in April 2019. FISCAL INFORMATION These items will be funded on an as needed basis through job cost project accounts. STRATEGIC PLAN RELATIONSHIP 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: 4.1 Enhance public safety in the community EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: List of Traffic Signal Intersections Exhibit 3: H-GAC Pricing Sheet Exhibit 4: Ordinance Respectfully submitted: Galen Gillum, 349-7656 Director of Capital Projects For information concerning this acquisition, contact: Scott Wilson at 940-349-8491 LƓƷĻƩƭĻĭƷźƚƓƭ tƩƚƆĻĭƷĻķ ŅƚƩ ƩğŅŅźĭ {źŭƓğƌ LƓƭƷğƌƌğƷźƚƓΉwĻƦƌğĭĻƒĻƓƷΉwĻƦğźƩ Cźƭĭğƌ ĻğƩƭ ЋЉЊАΏЋЉЋЉ Carroll at Mulberry Teasley at Old Alton Carroll at Sycamore Teasley at Old Alton Road Mayhill at Colorado Teasley at Montecito Mayhill at Spencer Teasley at Hickory Creek Mayhill at Morse Teasley at Wheeler Ridge State School at Unicorn Lake Teasley at Robinson State School at FM 2499 Teasley at Ryan State School at Robinson Teasley at Sundown Ranch Bell at Sherman Teasley at Lillian Miller Bell at Mingo Teasley at Dallas Drive Bell at Eagle Bell at McKinney Oak at Fry Oak at Jagoe Elm at Eagle Elm at Nicosia Elm at Oak Elm at Hickory Locust at Oak Locust at Hickory Hobson at FM1830 US377 at FM1830 US377 at Daniels City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1070,Version:1 AGENDA CAPTION Consider adoption of an ordinance authorizing an Agreement between the City of Denton, Texas and the Denton Black Chamber of Commerce for the purpose of the 2017 Denton Blues Festival; authorizing the expenditure of funds; and providing for an effective date. ($200) City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: CM/ DCM/ ACM: Todd Hileman DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Black Chamber of Commerce for the purpose of the 2017 Denton Blues Festival; providing for the expenditure of funds therefor; and providing for an effective date. ($200) BACKGROUND This Agreement allows for the total expenditure of $200 from Council Contingency Funds. (Mayor Chris Watts) Key provisions of the Agreement include: Funds shall be used for expenses for the 2017 Denton Blues Festival. In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the Agreement will come from Council Contingency Funds. STRATEGIC PLAN RELATIONSHIP -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family-Friendly Community Related Goal: 4.4 Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS 1. Agenda Information Sheet 2. Ordinance and Agreement Respectfully submitted: Todd Hileman City Manager Prepared by: Robin Fox Senior Executive Assistant City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1075,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceapprovingatemporarylicenseagreementbetweentheCityofDentonand ZachryConstructionCorporationfortemporaryaccessanduseof(1)anapproximate3.44acretractofland situatedatthenortheastcorneroftheintersectionofEastMcKinneyStreetandNorthMayhillRoad;and(2)an approximate3.457acretractoflandsituatedalongthewestsideofthe2000blockofSouthMayhillRoad, authorizingtheCityManagerorhisdesigneetoexecutetheagreement;andprovidinganeffectivedate. (Temporary contractor office and staging areas for the current Mayhill Widening and Improvements project) City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© EXHIBIT 1 - AIS City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects CM/ DCM/ ACM: Mario Canizares DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance approving a temporary license agreement between the City of Denton and Zachry Construction Corporation for temporary access and use of (1) an approximate 3.44 acre tract of land situated at the northeast corner of the intersection of East McKinney Street and North Mayhill Road; and (2) an approximate 3.457 acre tract of land situated along the west side of the 2000 block of South Mayhill Road, authorizing the City Manager or his designee to execute the agreement; and providing an effective date. (Temporary contractor office and staging areas for the current Mayhill Widening and Improvements project)” BACKGROUND The City the acquired certain tracts of real property located in the M. Forrest Survey, Abstract Number 417, within the City of Denton, Texas, specifically located on the northeast corner of E. McKinney Street and Mayhill Road; and a tract of land situated in the David Hough Survey, Abstract Number 646 and more specifically located on the west side of the 2000 Block of S. Mayhill Road, as part of the Mayhill Road Widening and Improvement Project; Zachry Construction Corporation has been awarded the Mayhill Road Widening & Improvements project, constituting widening of a two lane rural road to a four lane urban section from US Highway 380 (University Drive) to North of Edwards Road. The Project construction drawings identifies Subject Property tracts as possible staging areas for the contractor, contingent upon the execution of a lease with the City of Denton for the use of one or both of these areas. RECOMMENDATION Approve the award of a Temporary License Agreement to Zachry Construction Corporation for temporary contractor office and staging areas for the current Mayhill Widening and Improvements Project. ESTIMATED SCHEDULE OF PROJECT Project mobilization for Zachary Construction Corporation is anticipated to begin August, 2017. Project completion estimated to be 930 days, per construction contract. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Ordinance No. 2017-189 Accepting competitive bids and awarding a Public Works contract for the construction of the Mayhill Road Widening and Improvements Project (IFB 6389C – awarded to Zachry Construction Corporation in the not-to-exceed amount of $35,877,414.52.) EXHIBIT 1 - AIS FISCAL INFORMATION The nominal flat rental rate of $10.00 is delineated in IFB 6389 for the construction of Mayhill Road Widening and Improvements, Addendum 1, Item 1-14, upon the presumption that this would be a Project pass-through cost, to the City. STRATEGIC PLAN RELATIONSHIP The City of Denton’s Strategic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.1 Optimize resources to improve quality of City Roadways EXHIBITS 1.Agenda Information Sheet 2.Location Map 3.Site Map – 3.44 acre tract 4.Site Map – 3.457 acre tract 5.Ordinance Respectfully submitted: Paul Williamson Real Estate Manager Prepared by: Amy B. Parish Senior Real Estate Analyst EXHIBIT 2 - LOCATION MAP Location Map CITY OF DENTON Court House Square Legend Nelms Greb 3.457 acres tract µ 4001 E Mckinney St 3.44 acres tract 07001,4002,800 Feet EXHIBIT "A" 3.44 ACRE TRACT Site Map CITY OF DENTON BEING A PORTION OF 4.02 ACRES BLACK BEAR PROPERTIES, LLC TO CITY OF DENTON INST. 2011-82091 3.44 ACRES Legend 4001 E Mckinney St 3.44 acres tract µ 0115230460 Feet EXHIBIT "B" 3.44 ACRE TRACT Site Map CITY OF DENTON SPENCER RD 3.457 ACRES NELMS-GREB TO CITY OF DENTON INST. 2017-81760 3.457 acres EDWARDS RD Legend µ Nelms-Greb 3.457 acres tract 02705401,080 Feet EXHIBIT"A-1" EXHIBIT"B-1" City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1084,Version:1 AGENDA CAPTION Consider and confirm the appointment by the City Manager of a new member to the Civil Service Commission. City of DentonPage 1 of 1Printed on 11/1/2017 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: Bryan Langley DATE: August 15, 2017 SUBJECT Consider and confirm the appointment by the City Manager of a new member to the Civil Service Commission. BACKGROUND Abraham Benavides has served on the Civil Service Commission since August of 2005. His term expires in August of 2017, and he does not wish to be reappointed. As a result, a new Commissioner needs to be appointed to serve. (City Manager) shall appoint a member to serve a three-year term, and the appointment shall be confirmed by the governing body of the municipality. Per Chapter 143.006(c), a person appointed to the Commission must: (1) be of good moral character; (2) be a United States citizen; (3) be a resident of the municipality who has resided in the municipality for more than three years; (4) be over 25 years of age; and (5) not have held a public office within the preceding three years. RECOMMENDATION The City Manager has elected to appoint John Baines to the Civil Service Commission. A brief biography has been attached. 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 Exhibit 2 Respectfully submitted: Carla Romine Director of Human Resources JOHN E. BAINES, MBA, CPA In 1974 John was chosen to work in the public law section for John Connally’s law firm. “It opened my eyes to a much larger world than I had ever known before.” It became a turning point in his life. John graduated from the University of Houston in 1977with a degree in business. He moved his family to the Dallas/Fort Worth area where he graduated from the University of Texas at Arlington in 1981 with a masters degree in accounting, business management and systems design. He obtained his CPA certification in 1983. John's extensive work experience is highlighted by over 10 years with Fortune 500 Companies where his responsibilities involved companies ranging from $350 million to $6 billion in assets and holdings. He currently resides in Denton, Texas with his wife, Tracey. He has two children, Shauna and Shawn, and fourgrandchildren, Lyric and JordanMason and Aria. He began his thriving practice in Denton in 1986. He is a community leader and donates most of his free time to charitable organizations. He is currently the Treasurer for the Denton Black Chamber of Commerce, past chairman of the Texas Association of African- American Chambers of Commerce, board member for KERA/Channel 13, past chairman of the Denton County United Way, past president of the Denton County Friends of the Family and the list goes on. He is a very active member of the Church in Denton and enjoys a vigorous basketball game with his friendstwotimes a week. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1088,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,TexasamendingcertainprovisionsofChapter16of theDentonCodeofOrdinances,specificallyArticleVISection16-180,16-181,16-182,16-183,16-187to provideforclarificationofthedefinitionsandpermittingrequirementsapplicableforfilmingwithintheCityof Denton; providing for a severability clause, savings clause, and an effective date. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: CM/ DCM/ ACM: Bryan Langley, Deputy City Manager DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas amending certain provisions of Chapter 16 of the Denton Code of Ordinances, specifically Article VI Section 16-180, 16-181, 16-182, 16-183, 16-187 to provide for clarification of the definitions and permitting requirements applicable for filming within the City of Denton; providing for a severability clause, savings clause, and an effective date. BACKGROUND As a concluding item at the City Council meeting on July 18, 2017, Council Member Ryan requested staff review Chapter 16 of the City Code as it relates to film permits. This section of code was added in 1994 in an effort to increase economic development within the City by promoting filmmaking. In order to clarify what filming is subject to the Code and requires a permit, Section 16-180.1 E was added to exclude filming for private use, news media, and City business. References to exemptions are applicable under the exemption for private use. A specific provision for notification has been added requiring permit holders to notify properties that may be reasonably affected by filming with notification in the Denton Record Chronicle if a street is being closed. Section 16-183 related to street closures is being repealed because it is applicable under section 16-181(e). The revisions to the Code follow the guidelines set forth by the Texas Film Commission for Film Friendly Certified Communities. Economic Development staff are working towards the city of Denton becoming a Film Friendly city. RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was brought forth as a concluding item at the City Council meeting on July 18, 2017. FISCAL INFORMATION There is no fiscal impact associated with the passage of this ordinance. 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 1. Agenda Information Sheet 2. Ordinance Respectfully submitted: Sarah Kuechler Assistant to the City Manager Prepared by: Charlie Rosendahl Management Analyst City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1095,Version:1 AGENDA CAPTION Consider approval of a resolution by the City of Denton denying Oncor Electric Delivery’s application to increase electricity rates for residential and commercial customers. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Mario Canizares DATE: August 15, 2017 SUBJECT Consider approval of a resolution by the City of Denton denying Oncor Electric Delivery’s application to increase electricity rates for residential and commercial customers. BACKGROUND The City of Denton is a member of the Alliance of Oncor Cities (AOC), which is comprised of 26 cities and its legal representative is the firm of Herrera & Boyle, PLLC. In March 2017, Oncor Electric Delivery filed a statement with the City of Denton with the intention to increase their revenues by approximately $317 million, which is a net increase of approximately 7.5% system wide (11.8% increase for residential and commercial customers). The City Council, in early April 2017, approved resolution R2017-010 to suspend the effective date of the increase to allow City staff, its coalition of cities, legal representative, and rate consultant the time to review the merits of Oncor’s cost increase request. AOC’s consultants have been in the process of reviewing Oncor’s application to increase its rates. Through the review process, the AOC’s consultants believe that Oncor has not met its burden of proof to request the increase in rates. The AOC’s legal consultant is recommending that all of its member cities adopt a resolution to deny the increases requested by Oncor. As such the deadline to adopt the denial resolution must occur no later than August 19, 2017. Once the resolution is adopted, Oncor has 30 days to appeal the City’s decision to Public Utility Commission of Texas. Oncor Electric Delivery has approximately 1,252 electrical customers within the Denton city limits. The residential customer using 1000 kWh per month would see a bill increase of about $6.68 per month if the Oncor increase is allowed. OPTIONS Option 1: Approve the resolution that would deny the rate increase as requested by Oncor Electric Delivery. Option 2: Deny the resolution and allow the rates to increase as originally submitted by Oncor. RECOMMENDATION It is recommended that the City Council choose Option 1 and approve a resolution to deny the rate increase by Oncor Electric Delivery. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Not applicable for this item FISCAL INFORMATION Not applicable at this time BID INFORMATION Not applicable for this item. 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: 1.6 Collaborate with local, regional, state, and federal partners EXHIBITS 1.Oncor Denial Resolution 2. Resolution No. R2017-010 Respectfully submitted: Mario Canizares Assistant City Manager City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-943,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton (“City”) finding that a public use and necessity exists to acquire various permanent easements and temporary construction easements generally located along Smith Street, the limits of which being bounded to the northwest by Locust Street and to the southeast extending beyond Smith Street to the East to the DCTA Rail Corridor and being situated in the S.C. Hiram Survey, Abstract 616 and the Alexander Hill Survey, Abstract No. 623, City of Denton, Denton County, Texas (Collectively the “Property Interests”), for the public use of, expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures; authorizing the City Manager, or his designee, to acquire the Property Interests by agreement including making all offers required by law; authorizing the use of the power of eminent domain to condemn the Property Interests if an agreement cannot be reached; and authorizing the City Attorney, or his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date. \[Spencer to Locust TM Line Project\] City of DentonPage 1 of 1Printed on 11/1/2017 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:Todd Hileman, City Manager DATE:August 15, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton (“City”) finding that a public use and necessity exists to acquire various permanent easements and temporary construction easements generally located along Smith Street, the limits of which being bounded to the northwest by Locust Street and to the southeast extending beyond Smith Street to the East to the DCTA Rail Corridor and being situated in the S.C. Hiram Survey, Abstract 616 andthe Alexander Hill Survey, Abstract No. 623, City of Denton, Denton County, Texas (Collectively the “Property Interests”), for the public use of, expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures; authorizing the City Manager, or his designee, to acquire the Property Interests by agreement including making all offers required by law; authorizing the use of the power of eminent domain to condemn the Property Interests if an agreement cannot be reached; and authorizing the City Attorney, or his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date. \[Spencer to Locust TM Line Project\] BACKGROUND The Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct Spencer to Locust transmission lines. The existing capacity is inadequate for expected future load. DME held an open house on June 27, 2016 to inform the community regarding the siting of the proposed transmission line routeand received feedback. A public hearing was held by the Public Utilities Board on July 25, 2016 where input from members of the public was heard. The Board directed DME at that meeting to move forward with the “Green” route. Another public hearing was held by the City Council on August 16, 2016 where input from the members of the public were heard. The Council directed DME to move forward with the “Green” route. OPTIONS 1.Approve adoption of the ordinance to acquire the above subject properties. 2.Do not approve adoption of the ordinance and provide staff with further direction. 3.Table the matter for future action. RECOMMENDATION DME staff recommends approving adoption of the ordinanceto acquire the subject propertiesfor the City of Denton. PRIOR ACTION/REVIEW (Council, Boards, Commissions) •6/27/16 – Public Open House •7/25/16 – PUB Public Hearing in which “Green” route was recommended •8/16/16 – Council Public Hearing in which “Green” route was approved STRATEGIC PLAN RELATIONSHIP The City of Denton’s Strategic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1.Agenda Information Sheet 2.Ordinance 3.Easement Map 4.Motion Respectfully submitted: Bryan Langley Prepared by: Elizabeth Bell Denton Municipal Electric C:\\Users\\1983838.CODAD\\AppData\\Local\\Microsoft\\Windows\\Temporary Internet Files\\Content.Outlook\\8J4ZPC9R\\Spencer to Locust TL ED Motion - Collaboration of Tracts.docx MOTION City Council Agenda Item5.A. ID 17-943 “I move that the City of Denton, after having made the offers required by State law, use the power of eminent domain, if needed,tothe various permanent easements and temporary construction easements,situated in the S.C. Hiram Survey, Abstract 623 and the Alexander Hill Survey, Abstract 623,City of Denton, Denton County,Texas, and more particularly described on Exhibits“A,” “A-1,” “B-1,” “A-2,” “B-2,” “A- 3,” “B-3,” “A-4,” “B-4,” “A-5,” “B-5,” “A-6,”“B-6,” “A-7,” “B-7,” “A-8,”and “B- 8” to the ordinance now under considerationand on the overhead screen being now displayed to the audience,all of which is for a valid public use necessary to provide the expansion, construction, maintenance, operation,and improvement of electric transmission lines, facilities, and structures, including substations, to serve the public and citizens of the City of Denton, Texas.” City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-944,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton (“City”) finding that a public use and necessity exists to acquire a permanent easement covering a 0.901 acre tract of land situated in the Eugene Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas (“Property Interests”), for the public use of, expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures; authorizing the City Manager, or his designee, to acquire the Property Interests by agreement including making all offers required by law; authorizing the use of the power of eminent domain to condemn the Property Interests if an agreement cannot be reached; and authorizing the City Attorney, or his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date. \[Hickory to Locust TM Line - Tract 90\] City of DentonPage 1 of 1Printed on 11/1/2017 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: Todd Hileman DATE:August 15, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton (“City”) finding that a public use and necessity exists to acquire a permanent easement covering a 0.901 acre tract of land situated in the Eugene Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas (“Property Interests”), for the public use of, expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures; authorizing the City Manager, or his designee, to acquire the Property Interests by agreement including making all offers required by law; authorizing the use of the power of eminent domain to condemn the Property Interests if an agreement cannot be reached; and authorizing the City Attorney, or his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date. \[Hickory to Locust TM Line – Tract 90\] BACKGROUND The Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct the Hickory to Locust transmission lines. The existing capacity is inadequate for expected future load. The City Council was briefed on September 16, 2016 regarding the reconstruction of the current 69kV line to 138kV transmission line along the existing route. OPTIONS 1.Approve adoption of an ordinance to acquire the above subject property. 2.Do not approve adoption of the ordinance and provide staff with further direction. 3.Table the matter for future action. RECOMMENDATION Staff recommends approving adoption of the ordinance to acquire the subject property for the City of Denton. PRIOR ACTION/REVIEW (Council, Boards, Commissions) 9/16/16 – City Council was briefed on route re-build STRATEGIC PLAN RELATIONSHIP The City of Denton’s Strategic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1.Agenda Information Sheet 2.Ordinance 3.Easement Map 4.Motion Respectfullysubmitted: Bryan Langley Pr epared by: Elizabeth Bell Denton Municipal Electric C:\\Users\\1983838.CODAD\\Desktop\\Hickory to Locust HL- 90 ED Motion.docx MOTION City Council Agenda Item5.x. ID 17-944 “I move that the City of Denton, having made the offers required by State law,use the power of eminent domain, if needed,to acquire a permanent easement interest covering a0.901 acre tractof landbeing situated in the Eugene Puchalski Survey, Abstract No. 996, City of Denton, Denton County,Texas, and more particularly described on Exhibits“A” and “B” to the ordinance now under considerationand on the overhead screen being now displayed to the audience,all of which is for a valid public use necessary to provide the expansion, construction, maintenance, operation, and improvement of electric transmission lines, facilities, and structures, including substations, to serve the public and citizens of the City of Denton, Texas.” City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1071,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceorderinganelectiontobeheldonNovember7,2017forthepurposeof submittingtotheregisteredvotersofDenton,TexasamendmentstotheDentonCityCharterregarding residencyrequirementsforcitycouncilmembers;percentageofpetitionersrequiredtotriggerarecallelection; clarifyingthecityinternalauditorpositionandresponsibilities;repealingandreplacingSections14.04and 14.05oftheCharterwithaprovisionrequiringtheadoptionofanethicsordinance;and,providingforcity councilmemberstoreceiveamonthlystipend;prescribingthetimeandmanneroftheconductoftheelection tobeinaccordancewithanagreementwithDentonCounty;prescribingtheformoftheballot;providingfor notice;providingforpublicationofnoticeofthiselection;providingaseverabilityclause;providinganopen meetings clause; and providing an effective date. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: CM/ DCM/ ACM: Bryan Langley, Deputy City Manager DATE: August 15, 2017 SUBJECT Consider adoption of an ordinance ordering an election to be held on November 7, 2017 for the purpose of submitting to the registered voters of Denton, Texas amendments to the Denton City Charter regarding residency requirements for city council members, percentage of petitioners required to trigger a recall election; clarifying the internal city auditor position and responsibilities; repealing and replacing Sections 14.04 and 14.05 of the Charter with a provision requiring the adoption of an ethics ordinance; and, providing for city council members to receive a monthly stipend; prescribing the time and manner of the conduct of the election to be in accordance with an agreement with Denton County; prescribing the form of the ballot; providing for notice; providing for publication of notice of this election; providing a severability clause; providing an open meetings clause; and providing an effective date. BACKGROUND Charter Review Committee Recommendations and City Council Direction The City Council formed the Charter Review Committee (CRC) by resolution in October 11, 2016 and charged the Committee with evaluating seven potential changes to the Cha report with all of the CRC agendas, minutes, and materials provided to the committee are available on the website under Government and then Boards, Commissions, and Committees. At the July 18 and July 25, 2017 City Council work sessions, the City Council provided direction to staff regarding the Charter Review Committee (CRC) recommendations. At the July 18 work session, Council provided direction to adopt and proceed with the with proposed revisions for Charge #3 District Residency, #4 Recall Percentage, #5 City Auditor, and #7 Stipends, as shown in the ; but Council continued discussion on Charge #6 for Ethics to the following meeting on July 25. At the July 25 work session, the Council modified the recommended Charter language for Charge #6 on Ethics and provided direction to staff to prepare ballot language and an ordinance to call a November election. Ordinance to Call a Charter Election To call a Charter election, a detailed ordinance with the proposed Charter amendments and ballot language must be approved by the City Council. The ballot language must reflect the character, purpose, and chief functions of the amendment. Staff drafted the ballot language with in-house legal counsel and with outside legal counsel, Attorney Bob Heath, who specializes in election matters. Staff reviewed the draft ballot language with the City Council on August 1, 2017 and the Council requested a couple minor revisions. The revised ballot language for the proposed five (5) Charter amendments is included in the attached ordinance (Exhibit 2) for City Council consideration. Upon further review, outside legal counsel has recommended a revision to the Charter language for Charge #7 for Stipends. Attorney Bob Heath has recommended consolidating two of the sentences as follows: Each member of the City Council shall receive compensation in the form of a monthly stipend as set forth in this section. The initial monthly stipend shall be Seven Hundred Fifty Dollars ($750) for each member of City Council elected from a district or at large position, and One Thousand Dollars ($1,000) for the Mayor elected at large. These initial amounts shall become effective on ratification of this charter provision. City Council may, by a separate ordinance, approve an adjustment in the stipend no more frequently than once per fiscal year, but no increase in such compensation shall take effect until commencement of the terms of the Mayor and/or Council Members elected at the next regular election. Any increase in the stipend approved by ordinance shall not exceed three (3) percent per adjustment of the current stipend amount. Any increase greater than 3 percent shall require a two-thirds (2/3) vote of approval by the Council. Any increase in the amount of the stipend shall not exceed three percent of the then-current stipend unless approved by a two- thirds vote of the council. The stipend shall be reported in the annual city budget as a separate line item. The recommended change to the Charter language for Stipends has been included and reflected in the attached ordinance (Exhibit 2) for City Council consideration. Next Steps If approved by the City Council, s office would file the executed ordinance and appropriate paperwork with the County to have a City of Denton Charter amendment election on the November 7, 2017 ballot. An educational package or booklet would be created to inform voters and summarize the proposed Charter amendments. Notices would be published in the newspaper according to Texas statutes. SCHEDULE August 15, 2017 City Council meeting Consideration of an ordinance to call an election August 21, 2017 Deadline to file with the County for a November 2017 election September 2017 Post educational brochure and informational materials November 7, 2017 Charter Amendment election PRIOR ACTION/REVIEW (Council, Boards, Commissions) The CRC presented their final report and recommendations to the City Council in a work session on June 27, 2017. subcommittees (Stipend, Recall, and Ethics) that held a total of 10 subcommittee meetings. The City Council discussed and provided direction on the CRC recommendations at three work sessions on July 18, July 25, and August 1, 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: Organizational Excellence EXHIBITS Exhibit 1 Agenda Information Sheet (AIS) Exhibit 2 Ordinance Exhibit 3 Presentation for August 15 Respectfully submitted: Bryan Langley Deputy City Manager Prepared by: Sarah Kuechler Assistant to the City Manager City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-1091,Version:1 AGENDA CAPTION Considernominations/appointmentstotheCity’sBoardsandCommissions:AirportAdvisoryBoard;Animal ShelterAdvisoryCommittee;CommunityDevelopmentAdvisoryCommittee;Health&BuildingStandards Commission;HistoricLandmarkCommission;HumanServicesAdvisoryCommittee;LibraryBoard;and Zoning Board of Adjustment. City of DentonPage 1 of 1Printed on 11/1/2017 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office DCM: Bryan Langley DATE: August 15, 2017 SUBJECT Consider nominations/appointments to the City’s Boards and Commissions: Airport Advisory Board; Animal Shelter Advisory Committee; Community Development Advisory Committee; Health & Building Standards Commission; Historic Landmark Commission; Human Services Advisory Committee; Library Board; and Zoning Board of Adjustment. BACKGROUND Exhibit 2 includes the remaining vacancies for Boards and Commissions plus nominations Council has submitted for consideration. Nominations made at this meeting can be voted on should the Council desire. Approval would be contingent on completion of the confirmation process. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Nominations Sheet Respectfully submitted: Jennifer Walters City Secretary BOARD AND COMMISSION NOMINATIONS 8/15/2017 Board Council Member Nomination Airport Advisory Board Hudspeth Animal Shelter Advisory Committee Ryan Community Development Advisory Cmte.HudspethMichael Redwine (N) Briggs Ryan Health & Building Standards Commission Hudspeth Bagheri Historic Landmark CommissionHudspeth Bagheri Human Services Advisory Committee Hudspeth Bagheri Watts Library Board Hudspeth Zoning Board of Adjustment Hudspeth Alternate 1 R Ï Reappointment N Ï New Nomination City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:Z17-0011b,Version:1 AGENDA CAPTION HoldapublichearingandconsideradoptionofanordinanceoftheCityofDenton,Texas,regardinganinitial zoningofEmploymentCenterCommercial(EC-C)zoningdistrictanduseclassificationonapproximately16 acresoflandgenerallylocatedonthenorthsideofBartholdRoad,approximately340feetwestoftheI-35 SouthboundServiceRoadintheCityofDenton,DentonCounty,Texas;adoptinganamendmenttotheCity’s officialzoningmap;providingforapenaltyinthemaximumamountof$2,000.00forviolationsthereof; providingaseverabilityclauseandaneffectivedate.ThePlanningandZoningCommissionrecommended approval of the request (6-0). (Z17-0011) City of DentonPage 1 of 1Printed on 11/1/2017 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: August 15, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an initial zoning of Employment Center Commercial (EC-C) zoning district and use classification on approximately 16 acres of land generally located on the north side of Barthold Road, approximately 340 feet west of the I-35 Southbound Service Road in the City of Denton, Denton County, Texas; adopting an for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission recommended approval of the request (6-0). (Z17-0011) BACKGROUND The applicant, Dana Morse with Blue Beacon International, is requesting an initial zoning of Employment Center Commercial (EC-C) District to develop the subject property with a triple-bay truck wash. The proposed development includes two tracts of land, one of which has a zoning designation of EC-C District, and the subject property, which was voluntarily annexed on June 20, 2017. request is to provide an initial zoning designation of EC-C District to consolidate zoning with the adjacent parcel to facilitate the proposed development. Upon the recent annexation, the subject property received a temporary zoning designation of RD-5X District in accordance with Section 35.16.8.G of the Denton Development Code (DDC). RD-5X District is not an official zoning district of the City of Denton, but rather a temporary placeholder until an initial official zoning designation is approved for the recently annexed property. The surrounding area is comprised of travel center commercial developments and large undeveloped tracts of nicipal boundary. EC-C District is appropriate in this location, as it permits a wide variety of employment and commercial uses at a scale suitable along highway corridors. Furthermore, the proposed EC-C District is a logical extension of the existing EC-C District to the south and east, which will result in complementary development in both use and scale. EC-C District is consistent with the Future Land Use Designation of Business Innovation. Business Innovation is intended for well-planned, larger scale office and employment parks with supporting uses such as retail, hotels, and residential. The mix of commercial and light industrial uses permitted in the proposed EC-C District meets intent of Business Innovation, as it encourages employment uses with associated commercial development necessary to support the business centers. A full analysis of the request has been attached in Exhibit 2. To comply with the public hearing notice requirements, 7 notices were sent to property owners within 200 feet of the subject property, 4 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. One response in favor of the request from property owners within 200 feet of the request has been received. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION Staff recommends approval of the request as it is compatible with the surrounding property and is consistent with the goals and objectives of the Denton Plan 2030. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On July 12, 2017, the Planning and Zoning Commission (P&Z) held a public hearing and recommended approval of the request (6-0). During the meeting, the P&Z had a brief discussion regarding the intent of the Business Innovation Future Land Use Designation and whether the agglomeration of travel uses in the area meets that intent. The Commission concluded that the zoning district and proposed use is appropriate in this location, given the -35. At the closure of the public hearing, a motion was made to recommend approval of the request. This motion passed 6-0. 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: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Existing Zoning Map 5. Future Land Use Map 6. Proposed Zoning Map 7. Permitted Uses Table 8. Notification Map and Responses 9. Presentation 10. Planning and Zoning Commission Meeting Minutes 11. Draft Ordinance Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Julie Wyatt Senior Planner 1MINUTES 2PLANNING AND ZONING COMMISSION 3July 12, 2017 4 5 6 After determining that a quorum was present, the Planning and Zoning Commission of the City 7of Denton, Texas convened in a Work Session on Wednesday, July 12, 2017 at 5:00 p.m. in the 8Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the 9following items were considered: 10 11PRESENT: Chair Jim Strange Vice-Chair Devin Taylor, Commissioners: Larry Beck, 12Steve Sullivan, Andrew Rozell, and Margie Ellis. 13 14ABSENT: None. 15 16STAFF: Ron Menguita, Bob Makowski, Julie Wyatt, Hayley Zagurski, Nikole Chew- 17Jones, Athenia Green, Jennifer DeCurtis, and Cathy Welborn. 18 19WORK SESSION 201.Clarification of agenda items listed on the agenda for this meeting. This is an opportunity for 21Commissioners to ask questions of staff on the Consent and Regular Agenda items, which may 22include a full briefing on an item in the order it appears on the regular session agenda. Any such 23briefing will be repeated in regular session. 24 25Chair Strange opened the Work Session at 5:02 p.m. 26 27Ron Menguita, Long Range Planning Administrator, called on Julie Wyatt, Senior Planner to 28present Public Hearing item A. 29 30Wyatt stated the property is located on the northwest side of the City, the request is to allow initial 31zoning of Employment Center Commercial (EC-C) District on approximately 16 acres. 32 33Wyatt stated Elm Street and Barthold Road will realign to connect in the future. 34 35Wyatt stated staff recommends approval of the request as it is compatible with the surrounding 36land uses. It is also consistent with the goals and objectives of the Denton Plan 2030. 37 38Commissioner Beck stated the truck wash does not fit the criteria of Business Innovation. 39Menguita stated one of the goals of the Denton Plan 2030 is to start looking at places in the City 40that can accommodate Business Innovation. 41 42Commissioner Ellis questioned if the gas pipeline located on the site will be an issue for the 43development. Wyatt stated they will have to meet all set-back requirements when it comes down 44to site plan and platting. 1 13.PUBLIC HEARINGS 2 3A.Hold a public hearing and consider a request by H3H, LLC for an initial zoning of Employment 4Center Commercial (EC-C) District on approximately 16 acres. The property is generally located 5on the north side of Barthold Road, approximately 340 feet west of the I-35 Southbound Service 6Road. (Z17-0011, Blue Beacon Truck Wash, Julie Wyatt) 7 8Chair Strange opened the Public Hearing 9 10Julie Wyatt, Senior Planner, presented Public Hearing item 3A. Wyatt stated the request is to 11rezone 16 acres from Rural Residential 5X (RD-5X) to district to Employment Center Commercial 12(EC-C). 13 14The following individual spoke during the Public Hearing: 15Dana Morris. 500 Graves Blvd, Salina Kansas, 67401. Supports this request. 16 17Chair Strange read into the record an email: 18Rick Shuffield, with Loves Travel Stops, supports this request. 19 20Chair Strange closed the Public Hearing. 21 22Vice-Chair Taylor stated this development is compatible for this area, but to keep in mind that the 23Business Innovation District should be reserved for office parks. Vice-Chair Taylor continued to 24state because of Interstate 35 (I-35) this is a logical use. 25 26There was no further discussion. 27 28Vice Chair Devin Taylor motioned. Commissioner Margie Ellis seconded to approve Public 29Hearing item 3A. Motion approved (6-0). Vice-Chair Devin Taylor "aye", Commissioner Larry 30Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim 31Strange "aye", and Commissioner Margie Ellis "aye". 32 33B.Hold a public hearing and consider a request by Franchise Realty Interstate Corp for a Specific 34Use Permit to allow for a drive- through facility on approximately 1.11 acres. The property is 35generally located east of North Texas Boulevard, between I-35E and Wilshire Street. (S17-0004, 36McDonalds, Julie Wyatt). 37 38Chair Strange opened the Public Hearing. 39 40Julie Wyatt, Senior Planner, presented Public Hearing item 3B.Wyatt stated the request is for a 41Specific Use Permit (SUP) to allow for a drive-through facility on approximately 1.11 acres. 42 43Commissioner Beck requested Wyatt to show the drive-through process. Wyatt stated a person 44would have to go around the building to the drive-through since it is a one-way. 45 4 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:Z17-0011a,Version:1 Planning Report Z17-0011 / Blue Beacon Truck Wash City Council District 3 Planning & Zoning Commission July 12, 2017 REQUEST: Hold a public hearing and consider a request by H3H, LLC for an initial zoning of Employment Center Commercial (EC-C) District on approximately 16 acres. The property is generally located on the north side of Barthold Road, approximately 340 feet west of the I-35 Southbound Service Road. (Z17-0011, Blue Beacon Truck Wash, Julie Wyatt) OWNER: H3H, LLC APPLICANT: Dana Morse with Blue Beacon International BACKGROUND: Theapplicant,DanaMorsewithBlueBeaconInternational,isrequestinganinitialzoningofEmployment CenterCommercial(EC-C)Districtonapproximately16acresinordertodevelopatriple-baytruckwash.The proposeddevelopmentincludestwotractsofland,oneofwhichhasazoningdesignationofEC-CDistrict,and the subject property, which was voluntarily annexed on June 20, 2017. Uponannexation,thesubjectpropertyreceivedatemporaryzoningdesignationofRD-5XDistrictin accordancewithSection35.16.8.GoftheDentonDevelopmentCode(DDC).RD-5XDistrictisnotanofficial zoningdistrictoftheCityofDenton,butratheratemporaryplaceholderuntilaninitialofficialzoning designation is approved for the recently annexed property. Thepurposeoftheapplicant’srequestistoprovideaninitialzoningdesignationofEC-CDistricttocorrespond with the adjacent parcel and to facilitate the proposed development. SITE DATA: Thesubjectpropertyisanapproximately16-acretractlocatedonthenorthsideofBartholdRoad,340feetwest oftheI-35SouthboundServiceRoad.PertheCityofDentonMobilityPlan,BartholdRoadisclassifiedasa PrimaryMajorArterialandwillberelocatedtoalignwithUS77/NorthElmStreetontheeastsideofI-35.The subjectsiteincludesfrontagealongthenewalignmentofBartholdRoadandiscurrentlydevelopedwithagas pipeline.AsaPrimaryMajorArterial,thepurposeofBartholdRoadistoserveasamajorrouteintoand throughtheCity.PrimaryMajorArterialsrequire135feetofright-of-wayandaretypicallydesignedtoprovide three travel lanes in each direction separated by a median. City of DentonPage 1 of 4Printed on 7/7/2017 powered by Legistar© File #:Z17-0011a,Version:1 USE OF PROPERTY UNDER CURRENT ZONING: WhenannexedonJune20,2017,thesubjectpropertyreceivedatemporaryzoningdesignationofRD-5X District.UnderRD-5XDistrict,developmentmustcomplywiththeRuralResidential(RD-5)District regulationsinSubchapter5oftheDDC.RD-5Districtprimarilypermitsusesruralinnatureincluding agriculture,livestock,large-lotsinglefamily,manufacturedhousingdevelopments,saleofproductsgrownon site,veterinaryclinics,kennels,daycares,andelementaryschools.Grouphomes,administrativeorresearch facilities, feed lots, and gas wells require approval of a Specific Use Permit (SUP). SURROUNDING ZONING AND LAND USES: North:PropertytothenorthiszonedRD-5XDistrictandRegionalCenterResidential1(RCR-1)Districtandis undeveloped. East:PropertytotheeastiszonedEC-CDistrictandisundeveloped.PropertyacrossI-35iszonedRegional CenterCommercialNeighborhood(RCC-N)Districtandisundeveloped.PropertytothesoutheastacrossI-35 is zoned Regional Center Commercial Downtown (RCC-D) District and is developed with a travel center. South:PropertytothesouthacrossBartholdRoadiszonedasEC-CDistrictandiscurrentlyunder development with a travel center. West: Property to the west is located in the extraterritorial jurisdiction (ETJ) and is undeveloped. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: Thesurroundingareaiscomprisedoftravelcentercommercialdevelopmentsandlargeundevelopedtractsof landintheETJandwithinDenton’smunicipalboundary.AccessisprovidedbynearbyI-35,US77/NorthElm, andBartholdRoad.NearbyareaswithanRD-5XDistrictzoningdesignationwilllikelyrequireapprovalof initialzoningpriortodevelopment,asitisanticipatedthatfuturegrowthwillincludecommercialand employmentuses.TheneighboringzoningofRCC-NandEC-CDistrictscurrentlypermitslarge-scale commercialandemploymentuses.Assuch,EC-CDistrictisappropriateinthislocation,asitpermitsawide varietyofemploymentandcommercialusesatascalesuitablealonghighwaycorridors.Furthermore,the proposedEC-CDistrictisalogicalextensionoftheexistingEC-CDistricttothesouthandeast,whichwill resultincomplementarydevelopmentinbothuseandscale.Acomparisonoftheexistingandproposedzoning districts is attached for reference. COMPREHENSIVE PLAN: PertheDentonPlan2030,theFutureLandUsedesignationofthesubjectpropertyisBusinessInnovation. “BusinessInnovation”isintendedforwell-planned,largerscaleofficeandemploymentparkswithsupporting usessuchasretail,hotels,andresidential.Primaryusesincludeoffice,researchanddevelopment,andlight manufacturing.TheDentonPlan2030statesthatthemixed-usenatureofBusinessInnovationensuresthat employmentareaswillbenefitfromthecomplementaryretailandservicesthroughouttheday.ThePreferred GrowthConceptofDentonPlan2030alsoidentifiedtheintersectionofUS77andNI-35asa“Placemaking and Urban Vitality Center” due to its strategic location as the northern gateway into the City of Denton. ThemixofcommercialandlightindustrialusespermittedintheproposedEC-CDistrictmeetsintentof BusinessInnovation,asitencouragesemploymentuseswithassociatedcommercialdevelopmentnecessaryto supportthebusinesscenters.Furthermore,asagatewaytotheCityofDenton,commercialuseswhichservethe traveling population are ideal for this location. CONSIDERATIONS: 1.TheapplicantisrequestinganinitialzoningofEC-CDistricttoconsolidatethezoningwithadjacent tract to develop a triple-bay truck wash. City of DentonPage 2 of 4Printed on 7/7/2017 powered by Legistar© File #:Z17-0011a,Version:1 2.PerSection35.3.4.BoftheDDC,thefollowingcriteriaforapprovalshallbeconsideredforarezoning request: a.The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. ThegoalofBusinessInnovationistoencouragelarge-scaleemploymentcentersandsupporting retail,hotel,andresidentialuses.EC-CDistrictisconsistentwiththisFutureLandUse Designation,asitpermitsadiverserangeofcommercialuseswhileintegratingemploymentuses such as light manufacturing and retail warehouse. b.Theproposedrezoningfacilitatestheadequateprovisionoftransportation,water,sewers, schools, parks, and other public requirements and public convenience. Aninfrastructureneedsassessment,dependingonthedevelopment,wouldbeconductedatthe timeofplattingandsiteplansubmittal.Compliancewithalltransportationandinfrastructure requirements is required with platting and development of the site. 3.Thesurroundinglandusesareprimarilyagricultural;however,theFutureLandUsedesignationand recentdevelopmentactivityanticipatesgrowththatwillincludecommercialusessuchasretailand travelcentersadjacenttotheI-35corridor,transitioningtoemploymentandwarehouseusesfurther east.Thisdevelopmentpatterncapitalizesonthevisibilityalongthehighwayforcommercialusesand allowsemploymentusestotakeadvantageofthenearbylarge,undevelopedtractsofland.Thebroad arrayofpermittedusesanddevelopmentscaleassociatedwithEC-CDistrictwouldaccommodateboth thecommercialdevelopmentappropriateadjacenttoI-35andtheemploymentdevelopmentexpected for the area to the west. 4.TheproposedEC-CDistrictisalogicalcontinuationoftheEC-CDistricttothesouthandeast.Asthe areacontinuestodevelopwithcomplementaryuses,itisanticipatedthatadditionalpropertieswillbe rezoned to allow for a balance of travel, commercial and employment uses. STAFF RECOMMENDATION: Staffrecommendsapprovaloftherequestasitiscompatiblewiththesurroundingpropertyandisconsistent with the goals and objectives of the Denton Plan 2030. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: Tocomplywiththepublichearingnoticerequirements,7noticesweresenttopropertyownerswithin200feet ofthesubjectproperty,4courtesynoticesweresenttophysicaladdresseswithin500feetofthesubject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. EXHIBITS: Aerial Map Existing Zoning Map Future Land Use Map Proposed Zoning Map Permitted Uses Table City of DentonPage 3 of 4Printed on 7/7/2017 powered by Legistar© File #:Z17-0011a,Version:1 Notification Map Respectfully submitted: Shandrian Jarvis, AICP DRC Administrator Prepared by: Julie Wyatt Senior Planner City of DentonPage 4 of 4Printed on 7/7/2017 powered by Legistar© Z17-0011 Site Location 0180360720 Feet SITECOD µ ETJ Parcels NAA 8/1/20 Roads Date: 6/21/2017 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. Z17-0011 Existing Zoning Map RD-5X ETJ RCR-1 EC-C RCC-N PD RCC-D 0180360720 Feet SITEEC-CRCC-N µ ETJRCR-1 Parcels PDRD-5X Roads RCC-D Date: 6/27/2017 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. Z17-0011 Future Land Use Map Rural Areas I35 § ¨¦ 77 £ ¤ Business Innovation Low Residential 05001,0002,000 Feet SITEBusiness Innovation Future Land Use µ Commercial Rural Areas Parcels Low ResidentialGovernment / Institutional Roads Parks / Open Space Moderate Residential Neighborhood Mixed Use Date: 6/21/2017 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. Z17-0011 Proposed Zoning Map RD-5X ETJ RCR-1 EC-C RCC-N PD RCC-D 0180360720 Feet SITEEC-CRCC-N µ ETJRCR-1 Parcels PDRD-5X Roads RCC-D Date: 6/27/2017 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. PermittedUsesTable RD5ECC wĻƭźķĻƓƷźğƌ ƭĻƭ Agriculture PP Livestock L(7)L(7) SinglefamilyDwellings PN AccessoryDwellingUnits PN AttachedSinglefamilyDwellings NN DwellingsaboveBusinesses NN Live/WorkUnits PN Duplexes NN CommunityHomesfortheDisabled PN GroupHomes SUPN MultifamilyDwellings NN FraternityorSororityHouse NN Dormitory NN ManufacturedHousingDevelopments PN /ƚƒƒĻƩĭźğƌ\[ğƓķ ƭĻƭ HomeOccupation PN SaleofProductsGrownonSite PN Hotels NP Motels NP BedandBreakfast L(10)N RetailSalesandService NP MovieTheaters NN Restaurant NP PrivateClub NP Bar NP DriveThroughFacility NP ProfessionalServicesandOffices NP QuickVehicleServicing NP VehicleRepair NP AutoandRVSales NP LaundryFacilities NP EquestrianFacilities PN OutdoorRecreation PP IndoorRecreation P N MajorEventEntertainment NP CommercialParkingLots NP AdministrativeorResearchFacilities SUPP BroadcastingorProductionStudio SUPP SexuallyOrientedBusiness NN RD5ECC LƓķǒƭƷƩźğƌ\[ğƓķ ƭĻƭ CraftAlcoholProduction NP Printing/Publishing NP Bakeries NP ManufactureofNonOdiferousFoods NP FeedLots SUPN FoodProcessing NN LightManufacturing NP HeavyManufacturing NN WholesaleSales NP WholesaleNurseries PN DistributionCenter/Warehouse,General NN Warehouse,Retail NL(34) SelfServiceStorage NP ConstructionMaterialsSales NN JunkYardsandAutoWrecking NN ImpoundLots WreckerServicesand NSUPL(29) Kennels L(14)P VeterinaryClinics PP Stations NN GasWells L(27)L(27) LƓƭƷźƷǒƷźƚƓğƌ\[ğƓķ ƭĻƭ BasicUtilities PP CommunityService NP ParksandOpenSpace PP Churches PP SemiPublicHalls,Clubs,andLodges NP Business/TradeSchool NP AdultorChildDayCare PP Kindergarten,ElementarySchool PN MiddleSchool NN HighSchool NN Colleges NP Conference/ConventionCenters NP Hospital NP Housing Elderly NP MedicalCenters NP Cemeteries NN Mortuaries NP WECS L(41)SUP WECS L(42)SUP RD5ECC DĻƓĻƩğƌwĻŭǒƌğƷźƚƓƭ MinimumLotArea(squarefeet) 5acres2,900 MaximumDensity 0.2 MaximumLotCoverage 15%80% MinimumLandscapedArea 75%20% MaximumBuildingHeight 65feet100feet LIMITATIONS: L(7)ΑLimitedtotwoanimalsonparcelsonetothreeacresinsize.Additionalanimalsmaybeaddedatarateof onepereachacreoverthreeacres. L(8)ΑTravelers'accommodations,arepermitted,providedthat: occupiedbytheaccommodation,or 1.Thebusinessownerormanagershallberequiredtoresideontheproperty adjacentproperty. 2.Thateachaccommodationunitshallhaveone(1)offstreetparkingspace,andtheownersshallhavetwo(2) parkingspaces.AllspacesshallbeinconformancewiththerequirementsoftheOffStreetParkingsectionofthis Chapter. 3.Thatonlyone(1)groundorwallsign,constructedofanonplasticmaterial,noninteriorilluminatedoffour(4) sq.ft.maximumsizebeallowed.Anyexteriorilluminationofsignageshallbeinstalledsuchthatitdoesnotdirectly illuminateanyresidentialstructuresadjacentornearbythetravelers'accommodation. 4.Thatthenumberofaccommodationunitsallowedshallbeproportionaltothepermitteddensityofthezone. Eachtraveler'saccommodationunitshallbecountedas0.6unitsforthepurposeofcalculatingthepermitted numberoftraveler'saccommodations. 5.Alltraveler'saccommodationsshallbewithintwohundred(200)feetofacollectororarterial.Streetdesignations bytheCityComprehensivePlan.Distancesshallbemeasuredviapublicstreetoralleyaccess shallbeasdetermined tothesitefromthearterial. 6.Excludingthebusinessowner'sunitandtheareaofthestructureitwilloccupy,theremustbeatleastfour hundred(400)sq.ft.ofgrossinteriorfloorspaceremainingperunit. 7.Traveler'saccommodationsarelimitedtonomorethaneight(8)guestunits. L(10)ΑAllrestrictionsofL(8),butlimitedtonomorethanfive(5)guestunits. L(14)ΑUsesarelimitedtonomorethantenthousand(10,000)squarefeetofgrossfloorarea. L(27)=MustcomplywiththeprovisionsofSubchapter22,GasWellDrillingandProduction. L(29)=WreckerServicesandImpoundLotsmustcomplywiththefollowingprovisions: 1.ThesubjectlotshallcomplywiththeprovisionsoftheTexasAdministrativeCode,regardingVehicleStorage Facilities. 2.LotScreening:Allstoredvehiclesshallbeopaquelyscreenedfromallrightsofwayandresidentialusesand zoningdistricts. 3.Parkingandvehiclestorageareasassociatedwithwreckerservicesandimpoundlotsactivitiesarenotallowed withinundevelopedfloodplain,waterrelatedhabitat,andriparianbufferenvironmentallysensitiveareas(ESA). 4.Bestmanagementpracticesaddressingstormwaterqualitymustbeimplementedandmaintainedonsite. Managementpracticesmustattainthepollutantremovalcapabilitiesrecommendedforparkingareasinthe IntegratedStormWaterManagement(ISWM)Manual,aspublishedbytheNorthCentralTexasCouncilof Governments,orsimilarpracticesconsistentwithlowimpactdevelopment(LID)approaches. L(34)=Permittedwithnomorethanonehundredfiftythousand(150,000)grosssquarefeetandeight(8)truck docks.Alldocksorloadingbaysshallbetotherearorsideofthestructureandnotviewablefromthestreet.The bufferingstandardsforoutdoorstorageshallapply,bothtoanyoutdoorstorageactivityandtotheloadingdocks. L(38)ΑMustmeettherequirementsofSection35.12.9. Z17-0011 Notification Map 200ft Buffer 500ft Buffer 0180360720 Feet SITE µ Parcels Roads Date: 6/21/2017 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. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 17-993,Version:1 AGENDA CAPTION Holdapublichearingonaproposaltoadoptataxrateof$0.637856withamaximumallowablerateof $0.683340 per $100 valuation, which will exceed the lower of the effective or rollback tax rate. City of DentonPage 1 of 1Printed on 11/1/2017 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: August 15, 2017 SUBJECT Hold a public hearing on a proposal to adopt a tax rate of $0.637856 with a maximum allowable rate of $0.683340 per $100 valuation, which will exceed the lower of the effective or rollback tax rate. BACKGROUND The Texas Constitution and Texas Property Tax Code require taxing units to comply with specific guidelines in adopting tax rates. The guidelines are related to a concept known as truth-in-taxation. This concept is a way to make taxpayers aware of tax rate proposals and allow tax payers in certain circumstances, to roll back or limit a tax increase. The truth-in-taxation guidelines require taxing entities to calculate and publish their effective and rollback tax rates (Exhibit 2 Notice of Proposed Tax Rate 2017). The effective rate is the calculated rate that would provide the taxing unit approximately the same amount of revenue it received in the previous year on properties taxed in both years. This rate is adjusted for new exemptions, value loss due to court appeals of taxable values and 7 effective rate is $0.637856/$100 valuation. The rollback rate divides the total property tax revenue into support for maintenance and operations (M&O) taxes and debt service taxes. It provides approximately the same amount of revenue as in the previous year for maintenance and operations expenses, plus an extra eight percent, plus the necessary debt service tax rate. If a taxing unit adopts a tax rate higher than the rollback rate, the voters have the option to petition for an election to limit the size of the ta7 rollback rate is $0.689689/$100 valuation. 7-18 Proposed Annual Program of Services recommends a tax rate of $0.637856 per $100 of valuation which is the effective tax ramaximum tax rate to be considered exceeds the effective tax rate, two public hearings are required to take place prior to the budget adoption. In compliance with state law, staff published the Notice of the Proposed Tax Rate in the in the Denton Record Chronicle and http://www.cityofdenton.com and the public access channel. ESTIMATED SCHEDULE OF PROJECT September 12, 2017 Hold a Second Required Public Hearing on Tax Rate September 19, 2017 Adopt Tax Rate and Approve FY 2017-18 Annual Program of Services PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 3, 2017, the City Council was provided with detailed information regarding the FY 2016-17 Proposed Annual Program of Services including the proposed tax rate. On August 3, 2017, the City Council voted to place a proposal on the September 19, 2017 City Council agenda to consider a tax rate above the effective rate. On August 8, 2017, the City Council discussed the proposed budget in work session. FISCAL INFORMATION In the FY 2017-18 Proposed Budget, a tax rate of $0.637856 per $100 valuation is recommended. 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: 1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Notice of Proposed Tax Rate 2017 Exhibit 3 Presentation Respectfully submitted: Chuck Springer, 940-349-8260 Director of Finance NOTICE OF 2017 TAX YEAR PROPOSED PROPERTY TAX RATE FOR CITY OF DENTON A tax rate of $0.683340 per $100 valuation has been proposed for adoption by the governing body of the City of Denton. This tax rate exceeds the lower of the effective or rollback tax rate, and state law requires that two public hearings be held by the governing body before adopting the proposed tax rate. The governing body of the City of Denton proposes to use revenue attributable to the tax rate increase for the purpose of paying maintenance and operation expenses, and debt service. PROPOSED TAX RATE $0.683340 per $100 X RATE $0.683340 per $100 EFFECTIVE TAX RATE $0.637856 per $100 ROLLBACK TAX RATE $0.689689 per $100 The effective tax rate is the total tax rate needed to raise the same amount of property tax revenue for the City of Denton from the same properties in both the 2016 tax year and the 2017 tax year. The rollback tax rate is the highest tax rate the City of Denton may adopt before voters are entitled to petition for an election to limit the rate that may be approved to the rollback rate. YOUR TAXES OWED UNDER ANY OF THE ABOVE RATES CAN BE CALCULATED AS FOLLOWS: property tax amount = ( rate ) x ( taxable value of your property ) / 100 For assistance or detailed information about tax calculations, please contact: Michelle French Denton County Tax Assessor-Collector 1505 E. McKinney Street, Denton, TX, 76209 940-349-3500 Property.Tax@dentoncounty.com http://tax.dentoncounty.com You are urged to attend and express your views at the following public hearings on the proposed tax rate: First Hearing: 6:30 p.m. on August 15, 2017 at City Hall, 215 E. McKinney Street, Denton, TX, 76201 Second Hearing: 6:30 p.m. on September 12, 2017 at City Hall, 215 E. McKinney Street, Denton, TX, 76201 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:S17-0004a,Version:1 AGENDA CAPTION HoldapublichearingandconsideradoptionofanordinanceoftheCityofDenton,Texas,regardingaSpecific UsePermitforadrive-throughfacilityinaDowntownCommercialGeneral(DC-G)zoningdistrictanduse classificationonapproximately1.11acresoflandgenerallylocatedeastofNorthTexasBoulevard,betweenI- 35EandWilshireStreetintheCityofDenton,DentonCounty,Texas;adoptinganamendmenttotheCity’s officialzoningmap;providingforapenaltyinthemaximumamountof$2,000.00forviolationsthereof; providingaseverabilityclauseandaneffectivedate.ThePlanningandZoningCommissionrecommended approval of the request with a condition (6-0). (S17-0004) City of DentonPage 1 of 1Printed on 10/23/2017 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: August 15, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a Specific Use Permit for a drive-through facility in a Downtown Commercial General (DC-G) zoning district and use classification on approximately 1.11 acres of land generally located east of North Texas Boulevard, between I-35E and Wilshire Street in the City of Denton, Denton County, Texas; adopting an amendment zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission recommended approval of the request (6-0). (S17-0004) BACKGROUND The applicant is requesting a Specific Use Permit (SUP) for a drive- subject property is zoned Downtown Commercial General (DC-G) District, which requires an SUP for a drive-through facility. A portion of the subject property was acquired by the Texas Department of Transportation (TXDOT) to accommodate the I-35 expansion. The attached site plan reflects the property post acquisition, and the building and parking area shown on the attached aerial map have been razed. The proposed developmento the I-35E corridor suggests that an auto-oriented use such as a drive-through restaurant is appropriate. Drive-through restaurants are often found along highways in order to benefit from high volumes of traffic, increased vehicular access, and visibility. Furthermore, several University of North Texas (UNT) commuter parking lots are located within the vicinity of the proposed restaurant and drive-through, increasing the auto-oriented character of the area. The attached Site Plan, Landscape Plan, and Elevations reflect the following elements within the proposed development: A 3,984 square-foot two lanes with menu boards to provide sufficient vehicle stacking. Vehicular access provided from I-35E, North Texas Boulevard, Wilshire Drive, and Kendolph Drive, to ensure sufficient movement into and through the site. Pedestrian improvements, including 8-foot sidewalks along Wilshire Drive and Kendolph Drive and internal crosswalks to alert drivers of pedestrian routes. Bicycle racks are proposed to accommodate alternative modes of transportation. : along the I-35E corridor, and one along North Texas Boulevard. In order to reduce the visual clutter along North Texas Boulevard, the Planning Division recommends a condition that signage on North Texas Boulevard be limited to one monument sign, restricted to a maximum height of five feet, a maximum effective area of 40 square feet, and constructed of masonry or stone to complement the primary structure. A full analysis of the request has been attached in Exhibit 2. To comply with the public hearing notice requirements, 9 notices were sent to property owners within 200 feet of the subject property, 34 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. The City has received one opposition response from a property owner within 200 feet of the request. The response represents 41%, of the land area within 200 feet of the subject property, which exceeds the 20% opposition threshold that requires a supermajority vote (6 out of 7 members) of the City Council for approval of the request. A letter outlining the objections to the request has been attached to Exhibit 10. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION Staff recommends approval of the request subject to the following conditions as it is compatible with the surrounding property and is consistent with the goals and objectives of the Denton Plan 2030: 1. The proposed use must substantially comply with the attached Site Plan, Landscape Plan, and Building Elevations. 2. Signage on North Texas Boulevard is limited to one monument sign, restricted to a maximum height of five feet, a maximum effective area of 40 square feet, and constructed of masonry or stone to complement the primary structure. PRIOR ACTION/REVIEW (Council, Boards, Commissions) A public hearing for the proposed DDC amendment was held at the July 12, 2017 Planning and Zoning Commission (P&Z) meeting. During the meeting, the P&Z discussed issues related to the proposed development, including access into and through the site, vehicle stacking for the drive-through, parking, and signs. Staff outlined the requirements and stated that the proposed development meets the current City standards. A representative from the University of North Texas (UNT) spoke in opposition to the request via a prepared statement. In it, UNT expressed concerns regarding the following: The proposal provides inadequate parking on the site. The proposal includes inadequate stacking for the drive-through lane, which could cause vehicles to back up onto the frontage road. An additional driveway proposed along Wilshire Drive could impact pedestrian movement. The proposed landscaping is not compatible with recent improvements to the UNT landscaping. The scale of the proposed development is incompatible with the adjacent uses. Negative impacts to traffic at the intersection of I-35E and North Texas Boulevard could occur due to vehicles entering and exiting the site. The proposal is inconsistent with the Denton Plan 2030, as the approval of a drive-through would reduce the incentive for pedestrian-oriented development in the area. The P&Z asked follow-up questions of the UNT representative, but she was unable to provide more detail. The Planning Division addressed site design and landscaping concerns, noting that the proposal meets the In the end, d -through, the P&Z determined that the use is appropriate and wou Furthermore, the construction of sidewalks on Wilshire Drive and Kendolph Drive in association with the proposed development would improve pedestrian safety and movement. The P&Z did not agree with proposed condition to restrict the sign on North Texas Boulevard to a 5-foot monument sign and did not include the condition with their recommendation. At the closure of the public hearing, a motion was made to recommend approval of the request with a condition that the development substantially comply with the proposed site plan, landscape plan, and elevations. This motion passed 6-0. 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: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Zoning Map 5. Future Land Use Map 6. Criteria for Approval 7. Proposed Site Plan 8. Proposed Landscape Plan 9. Proposed Elevations 10. Notification Map and Responses 11. Planning and Zoning Commission Meeting Minutes 12. Presentation 13. Draft Ordinance Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Julie Wyatt Senior Planner S17-0004 Notification Map 500ft Buffer 200ft Buffer WILSHIRE I35E § ¨¦ 075150300 Feet SITE µ Parcels Roads Date: 5/16/2017 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. S17-0004 41.58% Opposed 05010025 Feet Opposed Parcels Clipped within 200ft (3.15ac)200ft Buffer Parcels Clipped within 200ft (4.04ac)S17-0004 (1.11ac) ROW (3.55ac) Date: 7/13/2017 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. PlanningandZoningCommission MeetingMinutes 1 2Julie Wyatt, Senior Planner, presented Public Hearing item B. Wyatt stated the request is for a 3Specific Use Permit (SUP) to allow for a drive-through on approximately 1.11 acres. 4 5Chair Strange questioned if the previous McDonalds located on the site has an SUP. Wyatt stated 6no, it was developed prior to the creation of the Denton Development Code (DDC). 7 8Commissioner Ellis question how someone would be able to access the site if they were coming 9south on North Texas Blvd. Jim Jenks, Senior Engineer, stated according to the Texas Department 10of Transportation (TxDOT) schematic there will be a median along North Texas Blvd, so south 11bound traffic along North Texas Blvd would not be able to access the site. 12 13Wyatt stated staff recommends approval with two conditions 1. It complies with the attached site 14plan, landscape plan, and building elevation, 2. Signage on North Texas Blvd. is limited to one 15monument sign, restricted to a maximum height of five feet, a maximum effective area of 40 square 16feet and is constructed of masonry or stone to complement the primary structure. 17 18Commissioner Rozell requested the standards for monument signs. Wyatt stated a monument sign 19in the City of Denton does not have a maximum effective area. 20 21Commissioner Rozell questioned what the effective area of a monument sign consists of. Wyatt 22stated the effective area is the shape or combination of regular shapes that will encompass the 23extreme limits of the writing, representation, emblem, or other displays of the sign. Wyatt stated 24there is no maximum effective area for monument signs. 25 26Chair Strange stated several years back when the talk of Interstate 35 (I-35) being improved, there 27was going to be concession made for existing property owners. Chair Strange stated this is a prime 28example of those special circumstances. Wyatt stated McDonalds is considered a Special 29Exception staff looked at this but the DDC has a provision called “special exception” and because 30the use was developed under a previous code. Under the provisions of the DDC, McDonald’s 31expansion of its Special Exception into the adjacent, it was considered a special exception. But 32since the McDonalds is expanding onto the IHOP lot is limited. 33 34Chair Strange stated the only reason they are expanding into the IHOP lot is because their business 35was taken out by the I-35 expansion. Wyatt stated that is correct; however, per Subchapter 11 of 36the DDC, expansion of the Special Exception onto an adjoining lot requires approval by the City 37Council through the zoning procedure. 38 39Commissioner Sullivan questioned if staff could find out what McDonalds was approved for in 40regards to signage before and allow them to follow those requirements. Wyatt stated staff would 41have to verify that it follows current sign requirements. 42 43Jennifer DeCurtis, Deputy City Attorney, stated when you expand a Special Exception the code 44requires staff to follow a specific procedure. DeCurtis stated the applicant decided to do the SUP. 45 46Hayley Zagurski, Associate Planner, presented Public Hearing item C. 2 13.PUBLIC HEARINGS 2 3A.Hold a public hearing and consider a request by H3H, LLC for an initial zoning of Employment 4Center Commercial (EC-C) District on approximately 16 acres. The property is generally located 5on the north side of Barthold Road, approximately 340 feet west of the I-35 Southbound Service 6Road. (Z17-0011, Blue Beacon Truck Wash, Julie Wyatt) 7 8Chair Strange opened the Public Hearing 9 10Julie Wyatt, Senior Planner, presented Public Hearing item 3A. Wyatt stated the request is to 11rezone 16 acres from Rural Residential 5X (RD-5X) to district to Employment Center Commercial 12(EC-C). 13 14The following individual spoke during the Public Hearing: 15Dana Morris. 500 Graves Blvd, Salina Kansas, 67401. Supports this request. 16 17Chair Strange read into the record an email: 18Rick Shuffield, with Loves Travel Stops, supports this request. 19 20Chair Strange closed the Public Hearing. 21 22Vice-Chair Taylor stated this development is compatible for this area, but to keep in mind that the 23Business Innovation District should be reserved for office parks. Vice-Chair Taylor continued to 24state because of Interstate 35 (I-35) this is a logical use. 25 26There was no further discussion. 27 28Vice Chair Devin Taylor motioned. Commissioner Margie Ellis seconded to approve Public 29Hearing item 3A. Motion approved (6-0). Vice-Chair Devin Taylor "aye", Commissioner Larry 30Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim 31Strange "aye", and Commissioner Margie Ellis "aye". 32 33B.Hold a public hearing and consider a request by Franchise Realty Interstate Corp for a Specific 34Use Permit to allow for a drive- through facility on approximately 1.11 acres. The property is 35generally located east of North Texas Boulevard, between I-35E and Wilshire Street. (S17-0004, 36McDonalds, Julie Wyatt). 37 38Chair Strange opened the Public Hearing. 39 40Julie Wyatt, Senior Planner, presented Public Hearing item 3B.Wyatt stated the request is for a 41Specific Use Permit (SUP) to allow for a drive-through facility on approximately 1.11 acres. 42 43Commissioner Beck requested Wyatt to show the drive-through process. Wyatt stated a person 44would have to go around the building to the drive-through since it is a one-way. 45 4 1During the Work Session the Commission had questions regarding the signage for the property. 2Wyatt clarified for the Commission that any ground signs in this location cannot exceed six feet 3in height. Wyatt continued to state there are no limitations for the effective area for monument 4signs. 5 6Vice-Chair Taylor questioned the total stacking requirements of the drive-through. Wyatt stated it 7does meet the City’s stacking requirements of five cars. 8 9Commissioner Sullivan questioned why the McDonald’s is not allowed to have what they had 10before and allow the two pole signs. Wyatt stated staff is requiring the applicant to comply with 11the current code requirements. 12 13Wyatt stated the applicant provided a landscape plan which includes parking lot screening, tree 14canopy, and enhanced landscaping around the menu boards. This landscape plan does meet the 15Denton Development Code (DDC) requirements. 16 17Wyatt stated restaurants are permitted in Downtown Commercial General (DC-G) but drive- 18through uses are not permitted without a SUP. The future land use of this area is commercial. Staff 19recommends approval with the following conditions: 1. the proposed use must substantially 20comply with the attached Site Plan, Landscape Plan, and Building Elevations. 2. Signage on North 21Texas Blvd is limited to one monument sign, restricted to a maximum height of five feet, a 22maximum effective area of 40 square feet, and constructed of masonry or stone to complement the 23primary structure. 24 25Vice-Chair Taylor questioned if the parking requirements were calculated correctly based on an 26opposition letter received by the University of North Texas. Wyatt replied yes the parking 27requirements are correct they can be calculated by square footage or by seating. 28 29The following individuals spoke during the Public Hearing: 30Greg Massey, 2933 S Bryant Ave. Edmond Ok, 73013. Supports this request. th 31Ben Aguirre, 1204 S 129 Street, Oklahoma City Ok, 73170. Supports this request. 32Jimmy Lopez, 2020 Laurel Valley Drive, Keller TX, 76248. Supports this request. 33Sejin Brooks, 808 Nueces Street, Austin TX, 78701. Supports this request. 34Amy Armstrong. 2310 N I-35 east, Denton TX, 76210. Opposes this request. 35 36Commissioner Rozell questioned what size sign the applicant would like to see. Greg Massey, 37with Red Plains Professional; Engineering Consultants for McDonald’s stated they will comply 38with city regulations. Massey stated they are in agreement with staff on the five foot monument 39sign on North Texas Blvd, but they still want to request the forty foot pole sign on I-35 frontage. 40Commissioner Ellis asked if Kendolph Drive is going to be closed permanently. Jim Jenks, Senior 41Engineer, stated Kendolph Drive will be closed. 42 43Commissioner Beck asked the applicant, Greg Massey, what is the plan to alleviate traffic backup 44on the Frontage Road of I-35. Massey stated the engineers for McDonald’s will review the traffic 45flow during the Site Plan submittal. Massey stated if there is a need for extra curbage to minimize 46the traffic issue it will be determined at that time. 5 1 2Vice Chair Taylor questioned how the double order single lane operates. Ben Aguirre, the Area 3Construction Manager for McDonald’s, stated it is called a one to one which splits into two order 4points and merges back into one lane. Aguirre stated it handles quick arrival rates better and 5prevents long stack outs. 6 7Amy Armstrong, Interim News Manager of the University of North Texas, read a statement from 8the University of North Texas. 9 10Commissioner Beck asked Armstrong if the parking issue detailed in her letter was alleviated by 11staff’s determination on the required parking. Armstrong stated she would have to speak with 12others on campus before agreeing. 13 14Commissioner Rozell stated he has several questions regarding the letter submitted by Armstrong 15but fears there will not be any responses to his questions. Commissioner Rozell questioned how 16there is an issue with stacking when there was a McDonald’s there for forty years. Armstrong 17stated the statement is all the information she has but is able to get answers for the Commission. 18 19Chair Strange requested Commissioner Rozell to state his questions for the record. 20 21Commissioner Rozell stated he find it interesting that based on an investment that North Texas 22voluntarily put into redoing landscaping and the relocation of a monument sign that they are 23holding their neighbors to a higher standard than the landscape requirement by the City of Denton. 24 25Commissioner Rozell questioned if the McDonalds had a choice to be torn down. Sejin Brooks, 26with the Law Office of Barron, Adler, Clough and Oddo, stated the Texas Department of 27Transportation (TxDOT) cut the building back. Commissioner Rozell asked if McDonald’s could 28continue operating after the building was cut back by TxDOT. Brooks replied no, TxDOT 29demolished the building. 30 31Commissioner Ellis questioned Armstrong on what UNT would see as an ideal development on 32this site. Armstrong stated she would be happy to get that information for Commissioner Ellis. 33 34Vice-Chair Taylor stated he appreciates the detail in the letter from UNT, but stated his issues with 35the way UNT is criticizing this development and are undermining their own arguments by their 36behavior in the area. 37 38Chair Strange closed the Public Hearing. 39 40Commissioner Sullivan asked how many UNT students were employed at this McDonald’s. Jimmy 41Lopez, Regional Construction Manager for McDonalds, stated there were fifty to sixty employees 42and roughly half of them were UNT students. 43 44Commissioner Beck stated for the record he is disappointed in UNT for sending someone that is 45not prepared to answer questions. 46 6 1There was no further discussion. 2 3Commissioner Larry Beck motioned. Commissioner Andrew Rozell seconded to approve Public 4Hearing item 3B with only condition 1. The proposed use must substantially comply with the 5attached Site Plan, Landscape Plan, and Building Elevations. Motion approved (6-0). Vice-Chair 6Devin Taylor "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", 7Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Margie Ellis 8"aye". 9 10C.Hold a public hearing and consider a request by Not Quite 4A Properties LP for a Specific Use 11Permit to allow for a multi-family use on approximately 0.9 acres. The property is generally 12located on the north side of the Riney Road and Riney Court intersection. This item has been 13postponed from the June 28, 2017 Planning and Zoning Commission meeting. (S16-0007, Riney 14Road Apartments, Hayley Zagurski). 15 16Chair Strange opened the Public Hearing. 17 18Hayley Zagurski, Associate Planner, presented Public Hearing item 3C. Zagurski stated the request 19for a Specific Use Permit (SUP) is to allow a multi-family use on approximately 0.9 acres on Riney 20Road. Zagurski stated the site plan includes two buildings with five apartments in each building. 21 22Zagurski stated this case will require a super majority vote at City Council. 23 24Zagurski stated staff recommends approval with the following condition: 1. the proposed use must 25substantially comply with the attached Site Plan, Landscape Plan, and Building Elevations. 26 27Vice-Chair Taylor questioned if there is bicycle parking on the site. Zagurski stated she does not 28believe there is any bike parking incorporated. 29 30Commissioner Ellis questioned if waste management will be able to empty the dumpster and turn 31in and out appropriately. Zagurski stated it was reviewed with this request and will be reviewed 32in more detail during the Site Plan Submittal. Jim Jenks, Senior Engineer, stated staff does not 33require sites with a shorter drive aisle to have a turnaround provision for the trucks, when they are 34able to back up into the street. 35 36The following individuals spoke during the Public Hearing: 37Brad Andrus, 8855 FM 1173, Krum TX, 76249. Supports this request. 38Janis Cunningham, 3510 N. Elm Street, Denton TX, 76207. Opposed to this request. 39 40Andrus stated he is open to adding the bike rack requested by Vice-Chair Taylor. 41 42Commissioner Beck questioned if there were would be any added drainage issues with the 43development. Jenks stated if there is a drainage issue, it will be minimal to the current drainage 44issue, but staff will address the drainage concerns during the Site Plan process. 45 46Chair Strange closed the Public Hearing. 7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:S17-0004,Version:1 Planning Report S17-0004 / McDonald’s City Council District 3 Planning & Zoning Commission July 12, 2017 REQUEST: HoldapublichearingandconsiderarequestbyFranchiseRealtyInterstateCorpforaSpecificUsePermitto allowforadrive-throughfacilityonapproximately1.11acres.ThepropertyisgenerallylocatedeastofNorth Texas Boulevard, between I-35E and Wilshire Street. (S17-0004, McDonalds, Julie Wyatt). OWNER: Franchise Realty Interstate Corp APPLICANT: Gabe Woolery with Red-Plains, Professional, Inc. BACKGROUND: TheapplicantisrequestingaSpecificUsePermit(SUP)foradrive-throughMcDonald’srestaurant.The subjectpropertyiszonedDowntownCommercialGeneral(DC-G)District,whichrequiresanSUPforadrive- through facility. AportionofthesubjectpropertywasacquiredbytheTexasDepartmentofTransportation(TXDOT)to accommodateanI-35expansion.Theattachedsiteplanreflectsthepropertypostacquisition,andthebuilding and parking area shown on the attached aerial map have been removed. SITE DATA: ThesubjectpropertyislocatedeastofNorthTexasBoulevard,betweenI-35EandWilshireStreet,nearthe UniversityofNorthTexas(UNT)campus.AccesstothesiteisprovidedbyI-35E,KendolphDrive,Wilshire Street,andNorthTexasBoulevard.I-35Eisclassifiedasafreeway.KendolphDriveandWilshireDriveare classifiedasMainStreetMixedUseCollectors,whichrequire73feetofrightofway,andtypicallyincludetwo throughlanesandparkingonbothsides.NorthTexasBoulevardisaSecondaryArterial,whichrequires110 feet of right of way, and typically includes two through lanes in each direction separated by a median. SURROUNDING ZONING AND LAND USES: North:PropertytothenorthiszonedDC-GDistrictanddevelopedwithaparkinglot.Propertytothenorth acrossWilshireStreetiszonedDC-GDistrictandDowntownResidential2(DR-2)Districtandisdeveloped with a UNT office, residence hall, and parking lot. East:PropertytotheeastacrossKendolphStreetiszonedDC-GDistrictandisdevelopedwithaUNT facility and parking lot. South:PropertytothesouthiszonedDC-GDistrictandisvacant.PropertyacrossI-35Eiszoned City of DentonPage 1 of 4Printed on 7/7/2017 powered by Legistar© File #:S17-0004,Version:1 Neighborhood Residential 3 (NR-3) District and is developed with single-family dwellings. West:PropertytothewestacrossNorthTexasBoulevardisdevelopedwithaUNTperformancefacilityand associated parking. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: ThepurposeoftheDC-GDistrictistoencouragemixed-useandpedestrian-orienteddevelopmentnear downtown,UNT,andTexasWoman’sUniversity.Inordertomaintainapedestrianorientation,drive-through facilitiesmustobtainapprovalofanSUPwithintheDC-GDistrict.TheSUPprocessprovidesanopportunity toassesscompatibilityandpotentiallydeviseconditionsfortheuseinaccordancewithSection35.6ofthe DDC. Althoughcollegecampusesareoftengearedtowardpedestriantraffic,thesubjectproperty’sproximitytotheI- 35Ecorridorsuggeststhatanauto-orientedusesuchasadrive-throughrestaurantisappropriate.Drive-through restaurantsareoftenfoundalonghighwaysinordertobenefitfromhighvolumesoftraffic,increasedvehicular access,andvisibility.Furthermore,severalcommuterparkinglotsarelocatedwithinthevicinityofthe proposed restaurant and drive-through, increasing the auto-oriented character of the area. CONSIDERATIONS: 1.TherecentI-35EexpansionprojectrequiredremovalofanexistingMcDonald’srestaurantshownon theattachedaerialmap.Inordertorebuild,theapplicantisrequestinganSUPforadrive-through facility. 2.Subchapter35.6.4oftheDDCoutlinesthecriteriaforapprovalofanSUP.Inshort,thesecriteriaare intendedtoensurethatthedevelopmentconformstothegoalsoftheDDCandtheDentonPlan2030 andisnotinjurioustotheuseandenjoymentofsurroundingproperties.Thefullcriteriaforapproval have been attached for reference. a.ThesitedesignpackageincludesaMcDonald’srestaurantwithindoorseatingandadrive throughthatcomprisestwolaneswithmenuboardstoprovidesufficientvehiclestacking.As part of the development, the following are proposed: i.Thelandscapeplanreflectstreeplantingswhichmeetthetreecanopyrequirementof 20% canopy coverage in the DC-G District. ii.Building elevations specify a masonry exterior building with stone accents. b.Theareasurroundingthesubjectpropertyisfullydeveloped;however,anyredevelopmentof privatepropertyalongtheI-35Ecorridorwouldlikelyresultinauto-orientedcommercialuses oftenfoundalonghighways.Therefore,theproposedusewouldnotimpedethedevelopmentor improvementofthesurroundingproperty.Additionally,sincetheproposalisareconstructionof a previous use, adverse impacts to traffic or surrounding properties is not anticipated. c.Duetothelotconfiguration,vehicularaccessisproposedalongI-35E,NorthTexasBoulevard, WilshireDrive,andKendolphDrive,providingsufficientmovementintoandthroughthesite. Pedestrianimprovementsincludetheconstructionof8-footsidewalksalongWilshireDriveand KendolphDriveandinternalcrosswalkstoalertdriversofpedestrianroutes.Bicycleracksare also proposed to accommodate alternative modes of transportation. d.TheapplicanthasproposedtwogroundsignsinaccordancewiththeCity’sregulations:one maximum40-foottallsignalongtheI-35Ecorridor,andonemaximum20-foottallsignalong NorthTexasBoulevard.InordertoreducethevisualclutteralongNorthTexasBoulevard,the PlanningDivisionrecommendsaconditionthatsignageonNorthTexasBoulevardbelimitedto onemonumentsign,restrictedtoamaximumheightoffivefeet,amaximumeffectiveareaof40 square feet, and constructed of masonry or stone to complement the primary structure. City of DentonPage 2 of 4Printed on 7/7/2017 powered by Legistar© File #:S17-0004,Version:1 e.Thesubjectpropertyhasa“Commercial”FutureLandUseDesignation,whichisintendedto applytoareasofconcentratedcommercialdevelopment.Auto-orientedusessuchasdrive- throughfacilitiesareappropriateforthisFutureLandUseDesignation,andtheproposalis consistent with the goals of the Denton Plan 2030. 3.In2013,theUniversityofNorthTexas(UNT)updatedtheirCampusMasterPlan.ThePlanbuildson priorplanningefforts,addingdetailtopriorityprojectswhileprovidingarenewedvisionforthecampus forthenext20years.Inadditiontoavision,thePlanestablishedthefollowinggoals:accommodate enrollmentgrowth;improvecampusidentityandsenseofplaceespeciallyatgatewaysandedges;and enhancecampuscirculationandconnectivity.AsUNTrespondstoenrollmentgrowth,theareas adjacenttothecampusarealsorespondingwithchange.Tothenortheast,bytheFryStreetarea,new developmentshaveoccurredwithmoremulti-familyandretaildevelopmentsbeingproposed.Tothe south,thewideningofI-35hasspurredcommercialredevelopmentalongtheintersectionandmulti- familydevelopmentsbeingproposedclosertocampus.Torespondtothesechangesandtoaddress existingconditionsrelatedtohousing,parking,andtraffic,theCityispreparingaSmallAreaPlanfor thearea.TheSmallAreaPlanisgenerallyboundedonthenorthbyPanhandleStreet,ontheeastby FortWorthDrive/CarrollBoulevard,andonthewestandsouthbyBonnieBraeStreetandInterstate35 East.TheCityisintheprocessofselectingaconsultantteamtoassistinthepreparationoftheSmall Area Plan and it is anticipated that the project will commence in late July. STAFF RECOMMENDATION: Staffrecommendsapprovaloftherequestsubjecttothefollowingconditionsasitiscompatiblewiththe surrounding property and is consistent with the goals and objectives of the Denton Plan 2030: 1.TheproposedusemustsubstantiallycomplywiththeattachedSitePlan,LandscapePlan,andBuilding Elevations. 2.SignageonNorthTexasBoulevardislimitedtoonemonumentsign,restrictedtoamaximumheightof fivefeet,amaximumeffectiveareaof40squarefeet,andconstructedofmasonryorstoneto complement the primary structure. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: Tocomplywiththepublichearingnoticerequirements,9noticesweresenttopropertyownerswithin200feet ofthesubjectproperty,34courtesynoticesweresenttophysicaladdresseswithin500feetofthesubject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. PROJECT TIMELINE: Application Received:May 5, 2017 st 1 Submittal Sent to DRC Members:May 15, 2017 Comments Released to Applicant:May 26, 2017 nd 2 Submittal Sent to DRC Members:June 7, 2017 Comments Released to Applicant:June 21, 2017 Business Days under DRC Review:20 Business Day out to Applicant:6 City of DentonPage 3 of 4Printed on 7/7/2017 powered by Legistar© File #:S17-0004,Version:1 Total Business Days:26 EXHIBITS: Aerial Map Zoning Map Future Land Use Map Criteria for Approval Proposed Site Plan Proposed Landscape Plan Proposed Elevations Notification Map Respectfully submitted: Shandrian Jarvis, AICP DRC Administrator Prepared by: Julie Wyatt Senior Planner City of DentonPage 4 of 4Printed on 7/7/2017 powered by Legistar© S17-0004 Site Location WILSHIRE I35E § ¨¦ 075150300 Feet SITE µ Parcels Roads Date: 5/16/2017 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. S17-0004 Zoning Map DR-2 WILSHIRE I35E § ¨¦ DC-G NR-2 NR-3 NRMU NRMU-12 075150300 Feet SITEDC-GNR-3 µ DR-2NRMU Parcels NR-2NRMU-12 Roads Date: 5/16/2017 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. S17-0004 Future Land Use Map WILSHIRE I35E § ¨¦ MARGIE Neighborhood / University Compatibility Area Government / Institutional Commercial Low Residential 0180360720 Feet SITE Future Land Use µ Low Residential Parcels Neighborhood / University Compatibility Area Roads Commercial Government / Institutional Date: 5/16/2017 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. Criteria for Approval of a Specific Use Permit (DDC 35.6.4): a. That the use would be in conformance with all standards within the zoning district in which the use is proposed to be located, and in conformance with Denton Plan 2030, and federal, state, or local law. b. An SUP shall be issued only if all the following conditions have been met: i. That the specific use will be compatible with and not injurious to the use and enjoyment of other property nor significantly diminish or impair property values within the immediate vicinity; ii. That the establishment of the specific use will not impede the normal and orderly development and improvement of surrounding vacant property; iii. That adequate utilities, access roads, drainage, and other necessary supporting facilities have been or will be provided; iv. The design, location and arrangement of all driveways and parking spaces provides for the safe and convenient movement of vehicular and pedestrian traffic without adversely affecting the general public or adjacent developments; v. That adequate nuisance prevention measures have been or will be taken to prevent or control offensive odor, fumes, dust, noise and vibration; vi. That directional lighting will be provided so as not to disturb or adversely affect neighborhood properties; and vii. That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property. c. That adequate capacity of infrastructure can and will be provided to and through the subject property. d. That the specific use is compatible with and will not have an adverse impact on the surrounding area. When evaluating the effect of the proposed use on the surrounding area, the following factors shall be considered in relation to the target use of the zone. i. Similarity is scale, bulk, and coverage. ii. Generation of traffic and effects on surrounding streets. Increases in pedestrian, bicycle, and mass transit use are considered beneficial regardless of capacity of facilities. iii. Architectural compatibility with the impact area. iv. Air quality, including the generation of dust, odors, or other environmental pollutants. v. Generation of noise, light, and glare. vi. The development of adjacent properties as envisioned in Denton Plan 2030. vii. Other factors found to be relevant to satisfy the requirements of the DDC. EXHIBIT G1 - SITE DIMENSION PLAN www.red-plains.com ANAGEMENT M ONSTRUCTION C LANNING P GIS NGINEERING E IVIL C DENTON, TX P R O F E S S I O N A L, I N C. I35 & N TEXAS BLVD MCDONALDS SITE # 042-3176 FOR CITY OF DENTON USE ONLY FOR CITY OF DENTON USE ONLY ARCH D (36.00 X 24.00 INCHES), Greg Massey, By: 6/28/2017 11:54 AM, Plotted p:\\engineer\\projects\\21186 - mcdonald's - denton tx\\cad\\sheets\\21186-site plan.dwgFILENAME: EXHIBIT M1 - LANDSCAPE PLAN www.red-plains.com ANAGEMENT M ONSTRUCTION C LANNING P GIS NGINEERING E IVIL C DENTON, TX P R O F E S S I O N A L, I N C. I35 & N TEXAS BLVD MCDONALDS SITE # 042-3176 FOR CITY OF DENTON USE ONLY FOR CITY OF DENTON USE ONLY ARCH EXPAND D (36.00 X 24.00 INCHES), Ryan Noble, By: 6/26/2017 4:55 PM, Plotted p:\\engineer\\projects\\21186 - mcdonald's - denton tx\\cad\\sheets\\21186 - landscape plan.dwgFILENAME: EXHIBIT M2 - DETAILED PLANTING PLAN www.red-plains.com ANAGEMENT M ONSTRUCTION C LANNING P GIS NGINEERING E IVIL C DENTON, TX P R O F E S S I O N A L, I N C. I35 & N TEXAS BLVD MCDONALDS SITE # 042-3176 FOR CITY OF DENTON USE ONLY FOR CITY OF DENTON USE ONLY ARCH EXPAND D (36.00 X 24.00 INCHES), Ryan Noble, By: 6/26/2017 4:55 PM, Plotted p:\\engineer\\projects\\21186 - mcdonald's - denton tx\\cad\\sheets\\21186 - landscape plan.dwgFILENAME: EXHIBIT M3 - DETAILED PLANTING PLAN www.red-plains.com ANAGEMENT M ONSTRUCTION C LANNING P GIS NGINEERING E IVIL C DENTON, TX P R O F E S S I O N A L, I N C. I35 & N TEXAS BLVD MCDONALDS SITE # 042-3176 FOR CITY OF DENTON USE ONLY FOR CITY OF DENTON USE ONLY OUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOU OUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOUOU ARCH EXPAND D (36.00 X 24.00 INCHES), Ryan Noble, By: 6/26/2017 4:54 PM, Plotted p:\\engineer\\projects\\21186 - mcdonald's - denton tx\\cad\\sheets\\21186 - landscape plan.dwgFILENAME: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:Z17-0014a,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance to rezone approximately 5.21 acres from Industrial Center Employment (IC-E) District to a Regional Center Commercial Downtown (RCC-D) District. The subject property is generally located on the west side of the I-35 Southbound Service Road and approximately 1,000 feet south of West University Drive. The Planning and Zoning Commission voted 5-0 to approve the request. (Z17-0014, Duluth Trading Co. & Northern Tools + Equipment). City of DentonPage 1 of 1Printed on 11/1/2017 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: August 15, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance to rezone approximately 5.21 acres from Industrial Center Employment (IC-E) District to a Regional Center Commercial Downtown (RCC-D) District. The subject property is generally located on the west side of the I-35 Southbound Service Road and approximately 1,000 feet south of West University Drive. The Planning and Zoning Commission voted 5-0 to approve the request. (Z17-0014, Duluth Trading Co. & Northern Tools + Equipment). BACKGROUND The applicant has requested to rezone approximately 5.21 acre site from Industrial Center Employment (IC- E) District to a Regional Center Commercial Downtown (RCC-D) District. The applicant intends to develop the site with retail buildings exceeding 10,000 square feet. The IC-E District permits Retail Sales and Service use with a limitation that only allows retail in association with a gas station and limits development to 10,000 square feet of floor area. Since the proposed use is not associated with a gas station and exceeds 10,000 square feet of floor area, the applicant is requesting a rezoning from IC-E District to RCC-D District, which permits retail uses outright. A similar request for rezoning from IC-E District to RCC-D District was approved for the property to the north in 2016. The RCC-D District is one of the most intense zoning districts in the Regional Mixed Use future land use category and the City of Denton as a whole due to allowance of a wide array of commercial and high density residential land uses. It is intended to promote mixed use development with an urban character and businesses with a highly regional customer base to attract visitors to the City. All commercial and institutional uses are permitted with the exception of sale of products grown on site, motels, equestrian facilities, outdoor recreation, sexually oriented businesses, elementary schools, and cemeteries. Most industrial uses are either limited or not permitted. While the RCC-D District promotes urban forms for commercial development, it has primarily been utilized as an appropriate zoning category for highly trafficked regional commercial and retail areas along the I-35 East corridor including; Rayzor Ranch Marketplace, Rayzor Ranch, Golden Triangle Mall, Denton Crossing, Unicorn Lake, Denton Regional Medical Center, and interstate frontage south of the hospital. along with properties on the north, south, and east. Properties designated for Industrial Commerce in the Future Land Use Map are located to the west of the subject property beyond the dividing rail line. The Regional Mixed Use designation applies to areas that serve as regional destinations within Denton. Development may include moderate and high density residential, commercial, office, entertainment, and other uses except industrial, at the highest level of scale and density within the City. This designation is located primarily along I-35 corridor and primary arterials to encourage the greatest regional accessibility. The proposed rezoning is consistent with the intent of the Regional Mixed Use land use designation. The -35 Frontage Road provides a highly visible location and has the potential to foster more regional commercial activity to energize the western side of the I-35 and University Drive intersection. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Development Review Committee recommends approval of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 9, 2017, the Planning and Zoning Commission recommended approval of the rezoning request (5-0). 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: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Site Location Map 4. Existing Zoning Map 5. Future Land Use Map 6. Proposed Zoning Map 7. Permitted Uses 8. Presentation Slides 9. Public Notification Map and Responses 10. Planning and Zoning Commission Meeting Minutes 11. Draft Ordinance Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Muzaib Riaz Associate Planner 1WORK SESSION 21. Clarification of agenda items listed on the agenda for this meeting. This is an opportunity for 3Commissioners to ask questions of staff on the Consent and Regular Agenda items, which may 4include a full briefing on an item in the order it appears on the regular session agenda. Any such 5briefing will be repeated in regular session. 6Chair Strange opened the Work Session at 4:33 p.m. 7Muzaib Riaz, Associate Planner, presented Public Hearing item 3C. The request is to rezone 8approximately 5 acres from Industrial Center Employment (IC-E) to Regional Center Commercial 9Downtown (RCC-D). Riaz stated staff recommends approval of the request as it is compatible with 10the surrounding land uses and is consistent with the goals and objectives of the Denton Plan 2030. 11There was no further discussion. 123. PUBLIC HEARINGS 13C. Hold a public hearing and consider a request by Oppidan to rezone approximately 5.21 acres 14from an Industrial Center Employment (IC-E) District to a Regional Center Commercial 15Downtown (RCC-D) District. The property is generally located west of I-35 Service Road and 16approximately 1,000 feet south of West University Drive. (Z17-0014, the Duluth Trading Co. & 17Northern Tools + Equipment, Muzaib Riaz). 18Chair Strange opened the Public Hearing. 19Muzaib Riaz, Associate Planner, presented Public Hearing item 3C. Riaz stated the request is for 20a zoning change from Industrial Center Employment (IC-E) to Regional Center Commercial 21Downtown (RCC-D) for Duluth Trading Co. & Northern Tools + Equipment. Riaz stated the site 22is located west of the I-35 Southbound Service Road. 23Riaz stated staff recommends approval of the request as it is compatible with the surrounding land 24uses and is consistent with the goals and objectives of the Denton Plan 2030. 25Chair Strange closed the Public Hearing. 26Commissioner Rozell stated for the record, this slip of property located on the west side of I-35 27keeps coming before the Commission piece by piece. Commissioner Rozell requested staff to 28reach out to the property owner to discuss rezoning all the property to RCC-D. 29There was no further discussion. 30Commissioner Larry Beck motioned, Commissioner Andrew Rozell second to approve Public 31Hearing 3C. Motion approved (5-0). Commissioner Larry Beck "aye", Commissioner Steve 32Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner 33Margie Ellis "aye". 34 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:Z17-0014,Version:1 Planning Report Z17-0014 / Duluth Trading Co. & Northern Tools + Equipment City Council District 3 Planning & Zoning Commission August 9, 2017 REQUEST: HoldapublichearingandconsiderarequestbyOppidantorezoneapproximately5.21acresfromanIndustrial CenterEmployment(IC-E)DistricttoaRegionalCenterCommercialDowntown(RCC-D)District.The propertyisgenerallylocatedwestofI-35ServiceRoadandapproximately1,000feetsouthofWestUniversity Drive. (Z17-0014, the Duluth Trading Co. & Northern Tools + Equipment, Muzaib Riaz). OWNER: Texas Blue Horseshoe LTD APPLICANT: Matt Walsh BACKGROUND: Theapplicanthasrequestedtorezoneanapproximately5.21acresitefromIndustrialCenterEmployment(IC- E)DistricttoaRegionalCenterCommercialDowntown(RCC-D)District.Theapplicantintendstodevelopthe sitewithretailbuildingsexceeding10,000squarefeet.TheIC-EDistrictonlypermitsretailuseinassociation withgasstations,andlimitstheusetonomorethan10,000squarefeetoffloorarea.Sincetheproposeduseis notassociatedwithagasstationandexceeds10,000squarefeetoffloorarea,theapplicanthassubmittedan applicationforrezoningofthesubjectpropertyfromIC-EDistricttoRCC-DDistrict,whichpermitstheuse outright.AsimilarrequestforrezoningfromIC-EDistricttoRCC-DDistrictwasapprovedforthepropertyto the north in 2016. SITE DATA: Theapproximately5.21acresiteiscurrentlyundevelopedandhasapproximately430feetoffrontagealongI- 35ServiceRoad.Thereisapproximately0.19acresofWaterRelatedESAHabitatattherearofthesubject property along the rail line. Several trees are also located on the site. AccesstothesitewillbeprovidedfromtheI-35SouthboundServiceRoad.TheI-35SouthboundServiceRoad isaTxDOTmaintainedroadwayandiscurrentlyunderconstruction.Itisaone-wayroadwith2lanesat present.FutureplansforthissectionofI-35SouthboundServiceRoad,betweenTurbevilleRoadandU.S.380, indicate a one-way road with 2 - 3 lanes. USE OF PROPERTY UNDER CURRENT ZONING: TheIC-EDistrictispartofthefamilyofIndustrialCenterszoningdistricts.ThepurposeofIndustrialCenters istoprovidelocationsforavarietyofworkprocessesandemploymentsuchasmanufacturing,warehousing City of DentonPage 1 of 4Printed on 8/4/2017 powered by Legistar© File #:Z17-0014,Version:1 anddistributing,indoorandoutdoorstorage,andawiderangeofcommercialandindustrialoperations. Additionally,thedistrictencouragestheinclusionofsupportservicesandamenitiestoindustrialbusinessesby permittinghotel,motelandrecreationalfacilities.TheIC-EDistrictdoesnotpermitresidentialuseswiththe exceptionofAgricultureandLivestockuses.Somecommercialusessuchasretailsalesandservice,restaurant, privateclub,bar,anddrive-throughfacilitiesarepermittedonlywithalimitationthatrestrictstheseusestono morethan10,000squarefeetofgrossfloorarea.Lowintensityindustrialusesaremostlypermitted.Aschedule of permitted uses within the IC-E District is attached for reference. SURROUNDING ZONING AND LAND USES: North:ThepropertyimmediatelytothenorthiszonedRCC-Dandiscurrentlyunderconstructionwith Cavender’s Boot City retail development. East:ThepropertytotheeastacrossI-35iszonedRCC-DandiscurrentlybeingdevelopedasRayzorRanch Town Center. South: The property to the south is zoned IC-E and is undeveloped. West:ThepropertytothewestacrossKansasCitySouthernraillineiszonedIC-Eandiscurrently undeveloped. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: TheRCC-DDistrictisoneofthemostintensezoningdistrictsintheRegionalMixedUsefuturelanduse categoryandtheCityofDentonasawholeduetoallowanceofawidearrayofcommercialandhighdensity residentialuses.Itisintendedtopromotemixedusedevelopmentwithanurbancharacterandbusinesseswitha highlyregionalcustomerbasetoattractvisitorstothecity.Moderatetohighdensityresidentialuseswitha maximumdensityof100unitsperacrearepermitted,includingtownhomesandapartmentsassociatedwitha mixed-usedevelopment.Allcommercialandinstitutionalusesarepermittedwiththeexceptionofsaleof productsgrownonsite,motels,equestrianfacilities,outdoorrecreation,sexuallyorientedbusinesses, elementary schools, and cemeteries. Most industrial uses are either limited or not permitted. WhiletheRCC-DDistrictpromotesurbanformsforcommercialdevelopment,ithasprimarilybeenutilizedas anappropriatezoningcategoryforhighlytraffickedregionalcommercialandretailareasalongtheI-35 corridorincluding;RayzorRanchMarketplace,RayzorRanch,GoldenTriangleMall,DentonCrossing, Unicorn Lake, Denton Regional Medical Center, and interstate frontage south of the hospital. TherequestedRCC-DDistrictpermitsusesthatarecompatiblewiththeexistingdevelopmentpatterntothe immediatenorth.ThescaleofpermittedusesinRCC-DDistrictiscompatiblewithdevelopmentalongthe interstatehighway.RCC-Dhasbeenusedtocreatecentersofactivityincludingshopping,services,recreation, employmentandinstitutionalfacilitiesservinganentireregion,suchastheRayzorRanchdevelopmenteastof thesubjectpropertyacrossI-35.Thesubjectpropertywouldbeseparatedfromanyfuturenon-compatible industrial uses to the west by the Kansas City Southern rail line. COMPREHENSIVE PLAN: TheDentonPlan2030’sFutureLandUseMapdesignatesthesubjectpropertyasRegionalMixedUsealong withpropertiesonthenorth,south,andeast.PropertiesdesignatedforIndustrialCommerceintheFutureLand Use Map are located to the west side of the subject property beyond the dividing railroad line. TheRegionalMixedUsedesignationappliestoareasthatserveasregionaldestinationswithinDenton. Developmentmayincludemoderateandhighdensityresidential,commercial,office,entertainmentandother uses except industrial, at the highest levels of scale and density within the city. City of DentonPage 2 of 4Printed on 8/4/2017 powered by Legistar© File #:Z17-0014,Version:1 TheproposedrezoningisconsistentwiththeFutureLandUsedesignationofRegionalMixedUse.Thesite’s locationalongtheI-35FrontageRoadprovidesahighlyvisiblelocationandhasthepotentialtofostermore regional commercial activity to energize the western side of the I-35 and University Drive intersection. CONSIDERATIONS: 1.TheapplicantrequestsarezoningfromanIC-EDistricttoaRCC-DDistricttoallowdevelopmentof retailbuildingsthatexceed10,000squarefeetonthesubjectproperty.TheIC-EDistrictonlyallows retailinconjunctionwithagasstationuse,andlimitstheusetonomorethan10,000squarefeet.This limitationmaydiscouragelargerscalecommercialandretaildevelopmentthatmaybeappropriate along the prominent interstate frontage. 2.RCC-DDistrictwouldbealogicalextensionoftheexistingRCC-DDistricttothenorthandeastofthe subjectproperty.Thesubjectproperty’slocationalongtheI-35FrontageRoadprovidesthedesired visibilityforcommercialdevelopmenttobesuccessfulandeconomicallyviable.Theproposedrezoning toRCC-Dalsodemonstratespotentialforfuturerezoningforcommercialdevelopmentsouthofthe subject property which is currently zoned IC-E. 3.Surroundinglandusesarecommercialinnature.ArezoningtoaRCC-DDistrictwouldpermit additionalcommercialandretailuseswithoutanylimitationsandwouldencouragedevelopmentthat wouldbeconsistentwithretailactivityplannedforRayzorRanch.Whiletherezoningwouldlessenthe potentialfornewindustrialusesonthewestsideoftheI-35FrontageRoadifapproved,itisnot anticipatedthatexistingindustrialusestothewestwillbenegativelyimpactedbytherequestedzoning changeofthesubjectproperty,sincetherailroadlineactsasadividinglinebetweentheretailonthe east and industrial uses to the west. 4.PerSection35.3.4.BoftheDentonDevelopmentCode,thefollowingcriteriashallbeconsideredfora rezoning request: a.TheproposedrezoningconformstotheFutureLandUseelementoftheDentonPlan2030.The FutureLandUsedesignationforthesubjectpropertyandadjacentlandtothenorth,south,and eastisRegionalMixedUse.TherequestedrezoningtoRCC-DDistrictconformstothis designation.PermittedusesandgeneralregulationsforlotsintheRCC-DDistrictareconsistent with the type of development intended by the Regional Mixed Use designation. b.Theproposedrezoningfacilitatestheadequateprovisionoftransportation,water,sewer, schools,parks,andotherpublicrequirementsandpublicconvenience.WaterisavailablealongI -35SouthboundServiceRoad,whilesewerandelectricwillbeavailabletothesubjectsitefrom theadjacentlotonthenorth.PublicaccesswillbeavailablefromI-35SouthboundService Road.Stormwaterrunoffcurrentlydrainstowardsthewesternpropertylinewhereitdischarges toanexistingdrainageditchlocatedadjacenttotherailroad,whichultimatelydischargestoan existingregionaldetentionbasin.Amorethoroughinfrastructureneedsassessmentwillbe conducted at the time of platting and site plan submittal. STAFF RECOMMENDATION: Staffrecommendsapprovaloftherequestasitiscompatiblewiththesurroundingpropertyandisconsistent with the goals and objectives of the Denton Plan 2030. OPTIONS: City of DentonPage 3 of 4Printed on 8/4/2017 powered by Legistar© File #:Z17-0014,Version:1 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: Tocomplywiththepublichearingnoticerequirements,5noticesweresenttopropertyownerswithin200feet ofthesubjectproperty,5courtesynoticesweresenttophysicaladdresseswithin500feetofthesubject property,anoticewaspublishedintheDentonRecordChronicle,andsignswereplacedontheproperty.A neighborhood meeting has not been scheduled as of the issuance of this report. PROJECT TIMELINE: Application Received:June 5, 2017 st 1 Submittal Sent to DRC Members:June 14, 2017 Comments Released to Applicant:June 28, 2017 Business Days under DRC Review:10 Business Day out to Applicant:0 Total Business Days:10 EXHIBITS: Aerial Map Existing Zoning Map Future Land Use Map Proposed Zoning Map Permitted Uses Notification Map Community Feedback Respectfully submitted: Shandrian Jarvis, AICP DRC Administrator Prepared by: Muzaib Riaz Associate Planner City of DentonPage 4 of 4Printed on 8/4/2017 powered by Legistar© Z17-0014 Site Location UNIVERSITY I35 § ¨¦ 0150300600 Feet SITE µ Parcels Roads Date: 7/6/2017 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for 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. Z17-0014 Existing Zoning Map CM-G EC-I UNIVERSITY NR-2 RCC-D IC-E IC-G I35 § ¨¦ 0150300600 Feet SITECM-GIC-G µ EC-INR-2 Parcels IC-ERCC-D Roads Date: 7/6/2017 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for 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. Z17-0014 Future Land Use Map Parks / Open Space TIESZEN Moderate Residential Low Business Residential Innovation Commercial Regional Mixed Use I35 § ¨¦ OAK Industrial Commerce 03857701,540 Feet SITEBusiness Innovation Future Land Use Commercial Low Residential µ Parcels Industrial Commerce Moderate Residential Roads Regional Mixed UseGovernment / Institutional Parks / Open Space Neighborhood Mixed Use Neighborhood / University Compatibility Area Date: 7/6/2017 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for 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. Z17-0014 Proposed Zoning Map CM-G EC-I UNIVERSITY NR-2 RCC-D IC-E IC-G I35 § ¨¦ 0150300600 Feet SITECM-GIC-G µ EC-INR-2 Parcels IC-ERCC-D Roads Date: 7/6/2017 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for 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. tĻƩƒźƷƷĻķ ƭĻƭ /ƚƒƦğƩźƭƚƓ w//Ώ5L/Ώ9 wĻƭźķĻƓƷźğƌ ƭĻƭ AgriculturePP LivestockL(7)L(7) Single-family DwellingsNN Accessory Dwelling UnitsNN Attached Single-family DwellingsPN Dwellings above BusinessesPN Live/Work UnitsPN DuplexesNN Community Homes for the DisabledPN Group HomesSUPN Multi-family DwellingsL(6)&L(4)N Fraternity or Sorority HouseNN DormitoryNN Manufactured Housing DevelopmentsNN w//Ώ5L/Ώ9 /ƚƒƒĻƩĭźğƌ \[ğƓķ ƭĻƭ Home OccupationPN Sale of Products Grown on SiteNN HotelsPP MotelsNP Bed and BreakfastPN Retail Sales and ServicePL(18) Movie TheatersPN RestaurantPL(14) Private ClubPL(14) BarPL(14) Drive-Through FacilityPL(14) Professional Services and OfficesPP Quick Vehicle ServicingPP Vehicle RepairPP Auto and RV SalesPP Laundry FacilitiesPP Equestrian FacilitiesNN Outdoor RecreationNN Indoor RecreationPP Major Event EntertainmentSUPP Commercial Parking LotsPP Administrative or Research FacilitiesPP Broadcasting or Production StudioPP Sexually Oriented BusinessNN w//Ώ5L/Ώ9 LƓķǒƭƷƩźğƌ \[ğƓķ ƭĻƭ Printing/PublishingNL(25) Craft Alcohol ProductionL(12) BakeriesPL(25) Manufacture of Non-Odiferous FoodsNL(25) Feed LotsNN Food ProcessingNN Light ManufacturingL(28)P Heavy ManufacturingNN Wholesale SalesNP Wholesale NurseriesNP Distribution Center/Warehouse, GeneralNP Warehouse, RetailL(13)SUP Self-Service StorageNP Construction Materials SalesNP Junk Yards and Auto WreckingNN Wrecker Services and Impound LotsNL(29) KennelsNN Veterinary ClinicsPN Sanitary Landfills, Commercial Incineratiors, Transfer StationsNN w//Ώ5L/Ώ9 LƓƭƷźƷǒƷźƚƓğƌ \[ğƓķ ƭĻƭ Basic UtilitiesSUPP Community ServicePP Parks and Open SpacePP ChurchesPP Semi-Public Halls, Clubs, and LodgesPP Business/Trade SchoolPP Adult or Child Day CarePL(19) Kindergarten, Elementary SchoolNN Middle SchoolPN High SchoolPN CollegesPP Conference/Convention CentersPSUP HospitalPN Elderly HousingPN Medical CentersPP CemeteriesNN MortuariesPP WECSSUPSUP WECSSUPSUP w//Ώ5L/Ώ9 DĻƓĻƩğƌ wĻŭǒƌğƷźƚƓƭ Minimum Lot Area (square feet)none2,500 Maximum Density100 Maximum Lot Coverage90%80% Minimum Landscaped Area10%20% Maximum Building Height100 feet100 feet LIMITATIONS: L(4) = Multi-family is permitted only: 1. With a Specific Use Permit; or 2. As part of a Mixed-Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approcal allowing multi-family use within one (1) year prior to the effective date of Ordinance No. 2005-224; or 5. If allowed by a City Council approved neighborhood (small area) plan. L(6) = Permitted only on second (2nd) story and above, when an office, retail, or other permitted commercial use is on th eground floor along any avenue, collector, or arterial street, otherwise office or retail uses are not required. L(7) = Limited to two (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one (1) oer each acre over three (3). L(12) = On-premise consumption or retail sales and shall limit the use to no more than ten thousand (10,000) square feet of gross floor area for production, bottling, packaging, storing, and other manufacturing related activities, and additional square footage shall require a Specific Use Permit. L(13) = Uses are limited to no more than fifty-five thousand (55,000) square feet of gross floor area per lot. L(14) = Uses are limited to no more than ten thousand (10,000) square feet of gross floor area. L(18) = Uses are permitted only in association with Gas Stations and are limited to no more than five thousand (5000) square feet of gross floor area except adjacent to I-35 then uses are limited to ten thousand (10,000) square feet of gross floor area. L(19) = Allowed an accessory use on the primary business(es) within the same structure. The accessory use is limited to those employees or owners of the business or businesses within the same structure. L(25) = If proposed use is within two hundred (200) feet of a residential zone, approval is subject to a Specific Use Permit. L(28) = Use allowed as part of consolidated parking plan. L(29) = Wrecker Services and Impound Lots must comply with the following provisions: 1. The subject lot shall comply with the provisions of the Texas Administrative Code, regarding Vehicle Storage Facilities. 2. Lot Screening: All stored vehicles shall be opaquely screened from all rights-of-way and residential uses and zoning districts. 3. Parking and vehicle storage areas associated with wrecker services and impound lots activities are not allowed within undeveloped floodplain, water-related habitat, and riparian buffer environmentally sensitive areas (ESA). 4. Best management practices addressing stormwater quality must be implemented and maintained on site. Management practices must attain the pollutant removal capabilities recommended for parking areas in the Integrated Stormwater Management (ISWM) Manual, as published by the Norther Central Texas Council of Governments, or similar practices consistent with low impact development (LTD) approaches. VERSITY Z17-0014 V�� r rs w� e��S" rn r^ Ua n�r z rs r 4: rs �a �S e� ra v i'ITl° � � „_ ' iaF �, ���b0.�?�s�6`V.�::;.iV [�dd':'��%frGSVT VFi:V'.�3 FF:�3:1 6'.tSPJV>4�➢9:P-9 evela � t e i��5 y._ �_ _ , .w.�,��._... �m. — .�.e,_�.a_ .. _�.e 215 �J. �-Iickory �i., Denton, �'� 7G201 6(940) 349-i3541 I��s � s� �r C'rorLct NumbLr '.T_ i 7-00 i 4 Dttlutll 'iradin�� / Nartl�ern Toals (n c�rde@' f��r }�our opi�rioi7 io f�e cou4�tec{, piease co�l�plete tind m�rif this fi�rm to; C`it}' C)f I)e17C011 C�f;\'�Ill}ltlltlli S�l'\'1CG5 Attii: il�luzaib I�iaz, Ft`�j�ct n�(ana���' '? l 5 W. Eiickaiy Strc:et. 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