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2019-01-15 Agenda with Backup
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City of DentonPage 1 of 1Printed on 1/11/2019 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: January 15, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the development of the Cole Ranch and Hunter Ranch master planned communities in southwest Denton. EXECUTIVE SUMMARY In October 2018, representatives from Cole Ranch and Hunter Ranch contacted City staff to discuss a coordinated 6,000-acre master-planned development. Both Cole and Hunter Ranches are located within the city limits and are designated as Master Planned Community Districts under the Denton Development Code. A project of this size and scale requires significant public infrastructure such as water, wastewater, drainage, and road facilities, which would be paid for up front by the developers. The developers have asked the City of Denton to consider the establishment of a municipal management district (MMD) to enable them to recapture a portion of the cost of construction of the public infrastructure. BACKGROUND History Cole Ranch is an approximately 3,000 acre property located west of I-35 West and in the path of the southernmost portion of future Loop 288. The City of Denton annexed Cole Ranch in 2006, and it was classified as the Cole Ranch Master Planned Community district in 2008 (Ordinance 2008-030). Cole Ranch is represented by Stratford Land. Hunter Ranch is an approximately 3,000 acre property located directly south of Cole Ranch and east of Robson Ranch with acreage on both the west and east sides of I-35 West. The City of Denton annexed Hunter Ranch in 2001. Hunter Ranch received a Master Planned Community district classification from the City of Denton in 2008. (Ordinance 2008-286). Hunter Ranch is represented by Hillwood Communities. Under the Denton Development Code, the Master Planned Community (MPC) District is accommodate large-scale, unified, comprehensively planned development that conforms with and enhances the goals and policies contained within The Denton Plan. This district is intended to provide an alternative zoning district and development process to accommodate substantial development for residential, commercial, professional, recreational, industrial or other activities, including combinations of uses appropriately requiring flexibility under controlled condition not otherwise attainable under A conceptual/schematic plan designed to aid in the preparation of the MPC zoning document and development standards document; 1 A zoning document which establishes standards for the MPC and addresses land uses, densities, setbacks, building heights, lot coverage, and a development plan map; A development standards document setting forth a detailed set of standards and confirming compliance with the Denton Development Code Subchapters 13-22 and/or identifying the alternative development standards associated with the content of each of those subchapters. Standards include items such as maximum gross density, minimum lot area, maximum building height, design standards, building materials, etc.) New Proposed Project Coordination In October 2018, representatives from Cole Ranch and Hunter Ranch contacted City staff to discuss their new approach of a coordinated master-planned development versus the prior approach of the two developing independently. The developers believe this approach will capture efficiencies in planning, design, and construction as well as result in cohesion between the two properties. The following is a summary of the project basics: Approximately 6,000 acres total Estimated $982 million in total project costs for infrastructure and amenities Estimated 40-year buildout 15,717 single family units 5,090 multi-family units 424 commercial acres 101 industrial acres Although initial development plans were completed for both Cole Ranch and Hunter Ranch as part of their MPC processes, the developers are now working on a new shared vision for the coordinated project. request for a special district, their goal is to create a new master plan by summer 2019. The developers provided City staff the following broad outlines for the revised master plan: Community character and amenities that will be developed with stakeholder input and will be unique to Denton Large natural open spaces with hike/bike trail connectivity Diverse neighborhoods with a range of high-quality housing types and prices Activity-focused programming that brings residents together 6 elementary schools, 2 middle schools and one high school Retail centers City staff, bond counsel, and financial advisors have held eight meetings to date with the developers to gather information needed to assess the fiscal and service provision impacts of the proposed development and to ensure that staff has a thorough understanding of the following before the City Manager agreed to bring ow current and future residents will be protected; capacity; and ensuring the project is synched up with future I-35 West and Loop 288 improvements and other regional road plans. Developer Request for a Municipal Management District In recent years, representatives from Stratford Land approached the City Council regarding a Public Improvement District (PID) on the Cole Ranch property. During the last work session on the matter, 2 Council declined to move forward with the establishment of a PID for Cole Ranch, citing concerns about A project of this size and scale requires significant public infrastructure such as water, wastewater, drainage, and roads. Now that the developers are working together on coordinated development of the 6,000 acres, they have asked the City of Denton to consider the establishment of a municipal management district (MMD) to enable them to recapture a portion of the cost of construction of the required public infrastructure. Municipal management districts are used to finance public capital improvements and/or services by taxing and assessing only those that benefit from the improvements and/or services within the district. An MMD is considered a governmental agency and a political subdivision of the state. MMDs can impose property taxes, special assessments, and/or impact fees on property owners within the district; limitations on these powers can be set by the City. With that source of revenue, and once the assessed value of the property is 10 times greater than the amount of debt to be issued, the MMD can issue bonds, which are then used to reimburse the developer for the up-front cost of the public improvements. The property taxes collected from property owners within the district are used to pay off the bond debt. Under the proposed Hunter Ranch and Cole Ranch MMD, the developers will front the cost for the public infrastructure improvements and eligible landscape and amenities and would be reimbursed by the MMD. Of the estimated private development expenditure of $982 million, $485 million would be eligible for MMD reimbursement. Table 1 Cole Ranch Hunter Ranch Total Infrastructure Expenditures $402,000,000 $425,000,000 $827,000,000 Landscape and Amenities Expenditures $85,000,000 $70,000,000 $155,000,000 $982,000,000 Eligible MMD Reimbursement 250,000,000 235,000,000 $485,000,000 The proposed tax rate for the Hunter Ranch and Cole Ranch MMD is $0.55/$100 in value. That would make the total tax rate in Hunter and Cole Ranch $2.93605/$100. Table 2 presents a comparison of the total tax rates in other master planned communities near Denton. Table 2 Property Tax Rate Comparison Special District (MUD, WCID, FWSD, or Total $ / DevelopmentCountyHospitalCollegeCityISDMMD)ESD PID$100 Value Canyon Falls (In Flower Mound) 0.225574 - - 0.43900 1.585 0.000 - - 2.24967 Providence 0.225574 - - 0.79972 1.540 0.000 - - 2.56529 Pecan Square 0.225574 - - 0.29500 1.490 0.705 - 2.71557 Lantana 0.225574 - - - 1.540 0.950 - - 2.71557 Savannah 0.225574 - - - 1.540 0.965 2.73057 Paloma Creek 0.225574 - - - 1.540 0.970(a) - - 2.73557 Trinity Falls 0.180785 - 0.081222 - 1.590 1.050 - - 2.90201 Canyon Falls (ETJ) 0.225574 - - - 1.585 1.000 0.10 - 2.91062 Canyon Falls (In Northlake) 0.225574 - - 0.29500 1.585 0.705 0.10 - 2.91062 Union Park 0.225574 - - 0.64990 1.540 0.515 2.93047 Hunter/Cole 0.225574 - - 0.62048 1.540 0.550 - - 2.93605 Harvest Meadows 0.225574 - - - 1.490 1.000 0.10 0.210 3.02557 Harvest 0.225574 - - - 1.585 1.000 0.10 0.210 3.12067 Viridian 0.244000 0.224499 0.136070 0.63480 1.273 0.448 - 0.270 3.23047 (a) represents max tax rate within the various Paloma Creek Districts 3 An MMD must be created through the Texas Legislature, which is convening in January 2019. The Representative and Senator serving Denton will not carry and submit the MMD creation bill without the approval of the City in the form of a Council resolution. If the MMD legislation passes the Legislature and the City ultimately does not give written consent to the MMD, the MMD could not activate. Stated another way, the MMD legislation would be non-binding and gives the City the option, but not the obligation, to create an MMD. If not done in 2019, the next opportunity to bring MMD legislation forward would be in the 2021 Legislative session. Should the legislation be passed, staff estimates a several-month process to work through a number of development-related issues prior to bringing an MMD operations agreement and ordinance forward for Council consideration. NEXT STEPS If Council is interested in moving forward with the project, staff recommends an MMD given that it the more effectively than a PID. Developers have requested a resolution in support of the MMD for the Texas Legislature. Resolution of support is requested in February, but if passed, Council could still decide not to create the MMD or to restrict powers through a developer agreement. Staff also recommends that developer fund an escrow to conduct an independent fiscal impact analysis of FISCAL INFORMATION Staff from multiple City departments are preparing estimates of both capital and operating costs to serve in-depth fiscal impact analysis. 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 Cole Ranch/Hunter Ranch Map Exhibit 3 Cole Ranch/Hunter Ranch Development Projections Exhibit 4 MMD vs PID Comparison Exhibit 5 Developer Presentation Exhibit 6 Staff Presentation Respectfully submitted: Bryan Langley Deputy City Manager 4 Prepared by: Caroline Booth Director of Economic Development 5 Municipal Management Districts vs. Public Improvement Districts In prior years, representatives from Stratford Land approached the City Council regarding a Public Improvement District (PID) on the Cole Ranch property. During the last work session on the matter, Council declined to move forward with the establishment of a PID for Cole Ranch, Now, Cole Ranch and Hunter Ranch are taking a new approach of a coordinated master- planned development versus the previous approach of the two developing independently, and have requested the establishment of a Municipal Management District (MMD), which is a financing mechanism that would not require the City to carry any district debt on its financials. The following information compares and contrasts MMDs and PIDs. Both MMDs and PIDs are special districts that can provide reimbursement to developers for public infrastructure. Under both the MMD and PID options, existing City residents do not pay for the new infrastructure: the cost is borne only by those specifically benefitting from using the new infrastructure. For both types of districts, the City must approve the plans and specifications for all public infrastructure prior to starting construction. One important consideration of which special district to use is what entity issues the debt to pay for the new public infrastructure and carries the obligation on its books. The City does not issue the MMD debt, whereas the City issues bonds for the PID debt. Below is a comparison for each type of district: Municipal Management District Public Improvement District Separate political subdivision and taxing District created by City-level action under unit from the City; created by State-level Ch. 372 of the Local Government Code; not legislative action a separate political subdivision Source of revenue is ad valorem taxes and Source of revenue is fixed special /or special assessments; City can limit tax assessments levied ONLY on property rate by legislation or a local MMD owners within the district operations agreement; assessments levied ONLY on property owners within the district Powers include water, sewer, drainage, Powers include water, sewer, drainage, roads, roads, and recreational facilities and parks MMD issues the bonds and the debt; debt City issues the bonds and the debt Debt for water, sewer, and drainage facilities Texas Commission on Environmental must be approved by the Texas Commission Quality not required to approve debt on Environmental Quality Debt cannot be issued until assessed value is Debt may be issued to finance public increased per the Denton County Appraisal infrastructure without the guaranteed value to District (DCAD) at a 10:1 value-to-lien support the debt ratio* 3:1 value-to-lien ratio* but City can set value-to-lien ratio higher if it desires 1 Debt is issued by parameters set by City District No City credit is used or affected District is an area within the City; City credit could be impacted New public infrastructure cost paid from tax New public infrastructure cost paid from bonds, which generally result in lower assessment bonds, which generally result in interest rates higher interest rates. Assessments have a second priority lien to taxes. Generally there are financial market-driven reserve requirements Board levies annual tax Council will set or approve annual assessments. Usually, supplemental assessments are needed over large master planned communities, as a first-time PID assessment is usually not financially correct. DCAD separately lists out MMD taxes PID assessments are not separately listed out on DCAD websites since they are not a tax, rather they are commingled with City debt obligations Taxes tend to reduce as debt pays off and Assessments are fixed at time of imposition value increases for their duration Must file annual audit prepared by Audit of expenditures is part of the City audit rd independent 3 party auditor *Value-to-lien ratio is appraised value to bond size; or, the assessed property value must be at least ten times the principal amount of the bonds sold under an MMD or at least three times the principal amount of Another difference between the two districts is control. PIDs are solely managed by the City Council; MMDs are managed by a separate Board of Directors. Five directors would manage the MMD and are elected by voters inside the district. Through the MMD operating agreement, the City and developers can agree for initial board members to be appointed by the City. In a PID, the Council either appoints the PID Board or the City Council serves as the Board. Generally, it is harder to separate PID operational and financial issues from City issues, which can lead to Councilmembers dealing with complaints directly as opposed to referring to the Board of the separate MMD. The City would control every aspect of a PID, but the City also can exercise control over an or the MMD operations agreement could be drafted so that: The City must approve all plans and specifications for public infrastructure. The City can impose specific limitations on district bond issues: o Limit the term of each bond issue to no longer than 30 years o Require an MMD operating agreement with the developers o Limit sale of bonds to only finance water, sanitary sewer, drainage and road infrastructure 2 o Require that construction of public infrastructure not commence until all plans are approved by City o Require that district will not allow construction that would result in water or wastewater flows that exceed permitted limits o Require bond applications to be filed with the City at the same time they are filed with the Texas Commission on Environmental Quality and files copy of the Preliminary and Final Official Statements with the City o File annual audit with the City o District cannot annex property into its boundaries without prior City consent o District shall permit City to make inspections of its books and records during regular business hours. 3 35 35 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-037,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding multi-family dwelling, collegiate housing and dormitory land use classifications. City of DentonPage 1 of 1Printed on 1/11/2019 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: January 15, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding multi-family dwelling, collegiate housing and dormitory land use classifications. BACKGROUND The purpose of the work session is to follow up on the December 4 City Council meeting where collegiate housing was classified as a separate use and dormitory was discussed as a possible use. Staff is proposing to amend the definition of dormitory as follows: A structure with three (3) or more dwelling units in which individual bedrooms are offered for consideration to residents for periods in excess of 30 days, and which each bedroom lacks exclusive use of a full kitchen. Dormitory is currently a permitted use in in the following Zoning Districts with an SUP or by right, see table below: NRMU-NRMU DR-1 DR-2 DC-N DC-G 12 SUP SUP SUP P P P CONSIDERATIONS 1.The proposed definition of dormitory does not include multi-family dwellings because multi-family dwellings are offered for consideration by the unit, not by individual bedrooms. 2.The proposed definition of dormitory does not include hotels, motels, or short-term rentals because these uses are limited by offering bedrooms for consideration of less than 30 days. Any use that offers a bedroom(s) for consideration of less than 30 days is subject to hotel tax requirements. 3.The proposed definition of dormitory does not include elderly housing because elderly housing requires state licensing. 4.The proposed definition of dormitory does not include boarding or rooming house because boarding or rooming houses requires that the owner of the house reside on the property. A revision of the definition of boarding or rooming house is needed to clarify this requirement. 5.A full kitchen contains plumbing and electric work for kitchen appliances. 6.The proposed definition of dormitory does not include single-family dwelling detached, duplex, or townhome because these uses contain two or less dwelling units. 7.Recent collegiate housing (dormitory) developments have raised issues and concerns with citizens who live nearby these large developments as it relates to parking, traffic, neighborhood compatibility, noise and safety. To help minimize some of the issues and concerns, staff is proposing that future dormitories proposed over 45 feet in height be required to obtain a Specific Use Permit (SUP) in the DR-2, DC-N and DC-G Zoning Districts. 8.City Council’s direction as it relates to the definition of dormitory, location (zoning districts), and approval process will be carried forward in the upcoming Denton Development Code (DDC) Update. 9.In situations where developments that are approved as multi-family dwellings, but later converted or altered to dormitories - the enforcement of the approved use will be difficult for staff. Unless the City has a program where multi-family dwellings are inspected annually, staff will not know if and when a development is converted to a dormitory. 10.When multi-family dwelling developments want to convert to a dormitory, they will be required to change their zoning and/or obtain an SUP approval. If the proposed dormitory is required to comply with more restricted conditions as part of the SUP approval, building(s) and/or the site will need to be retrofitted. 11.The City has existing development requirements that address the concerns raised by citizens who live nearby Multi-family Dwelling developments. The City recently amended the parking requirements in March of this year. The City also conducts site plan reviews for all projects and Traffic Impact Analysis reviews for projects that warrants a traffic analysis. 12.Special Purpose Overlay Districts and Specific Use Permits (when required by zoning) offer additional review and requirements to address neighborhood compatibility. 13.Applicants that are proposing certain projects that require public hearings with the Planning and Zoning Commission and with the City Council are encouraged to hold two neighborhood meetings. The first meeting early in the process and the second one before the first public hearing. The purpose of the meetings are to receive input from citizens and to give the applicant an opportunity to respond to issues and concerns raised at the meetings. PRIOR ACTION/REVIEW (Council, Boards, Commissions) November 8, 2016, City Council work session to discuss single room occupancy developments. February 21, 2017, City Council work session to discuss multi-family development standards. March 22, 2017, Planning and Zoning Commission held a public hearing and consider making a recommendation to City Council regarding amending Subchapter 35.5 of the Denton Development Code (DDC). April 4, 2017, City Council held a public hearing and consider adoption of an ordinance regarding the subject Code amendment. August 1, 2017, City Council requested that a work session item be scheduled to discuss the sufficiency of on-site parking standards for multifamily development, including private student housing commonly referred to as Single-Room Occupancy (SRO) Developments. January 9, 2018, City Council work session to discuss parking requirements for new residential developments. February 27, 2018, City Council work session to discuss parking requirements for new residential developments. May 22, 2018, City Council adopted an ordinance that amendment the DDC regarding parking requirements. December 4, 2018, City Council work session to discuss multi-family dwelling and collegiate housing. 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 agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family-Friendly Community Related Goal: 4.2 Seek clean and healthy neighborhoods in Denton EXHIBITS 1.Agenda Information Sheet 2.Rent by the Bedroom Developments 3.Presentation Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Ron Menguita, AICP Principal Planner City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-053,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding information on current laws and policies which regulate the sale and use of electronic cigarettes, including information on age restrictions. City of DentonPage 1 of 1Printed on 1/11/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs/IGR CM/ DCM/ ACM: Bryan Langley, Deputy City Manager DATE: January 15, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding information on current laws and policies which regulate the sale and use of electronic cigarettes, including information on age restrictions. BACKGROUND Following requests from City Council, staff provided three Informal Staff Reports in 2018 that discussed current policies and ordinances, state statutes, and other ordinances within Texas regarding smoking and electronic cigarette regulations. These reports are summarized below and are attached as exhibits. No. 2018-141s Smoking Ordinance No. 2015-121 (Sep. 28, 2018) No. 2018-157: Information on current laws and policies in the City which regulate the sale and usage smoking ordinance, state statutes for school dpolicy. (Nov. 2, 2018) No. 2018-174: Information statements from the Food and Drug Administration (FDA) about tobacco and e-cigarette use by minors. (Nov. 30, 2018) During the work session prioritization, City Council indicated interest in having a work session and discussion on e-cigarette regulations and the minimum age for the sale and use of tobacco and e-cigarettes. DISCUSSION City of Denton Ordinance The City of Denton first approved an ordinance regulating smoking and tobacco products on December 18, 2012 (Ordinance No. 2012-367). The 2012 ordinance was repealed and a new smoking ordinance was 1 passed on April 21, 2015. A definition of electronic cigarettes/e-cigarettes -was added and the 2 definition of smoke/smoking was revised to encompass using e-cigs. The ordinance expressly prohibits the use of e-cigs in all locations where smoking is prohibited. The list of prohibited locations includes but 3 is not limited to, possessing or smoking tobacco or e-cigs . A provision was also added making it unlawful to sell or give e-cigarettes or paraphernalia to anyone 4 under the age of 18 Th The twice annually, and perform inspections in 1 Denton City Ordinance No. 2015-121. 2 Denton City Code Section 14-86. 3 Denton City Code Section 14-87(a). 4 Denton City Code Section 14-90.1. response to complaints. The Denton Police Department responds to calls against individuals smoking in non-smoking areas or for individuals who purchase, use, or possess tobacco under the age of 18. In 2018, the Denton Police Department issued four citations to juveniles under the age of 18 for tobacco use. Enforcement in Schools Texas Education Code Section 38.006 requires school districts to enact at a minimum, the following prohibitions: 1. Prohibit smoking or using e-cigarettes or tobacco products at a school-related or school- sanctioned activity on or off school property; 2. Prohibit students from possessing e-cigarettes or tobacco products at a school-related or school- sanctioned activity on or off school property; and 3. Ensure that school personnel enforce the policies on school property. In compliance with the state statute, Denton ISD has a policy prohibiting the use or possession of e- cigarettes or tobacco products in the Student & Parent Handbook, which is signed at the beginning of the school year by both the parent and student. The Student & Parent Handbook states that the school district and staff will strictly enforce the prohibition. The e-cigarette prohibition is also included in the Denton ISD Student Code of Conduct. Enforcement actions for policy violations are handled by Denton ISD personnel. The Denton Police student is found using or possessing e-cigarettes. City of A Council Member also requested information about an ordinance recently adopted by the City of San Antonio that raised the minimum age for the sale of tobacco products by retailers. ordinance, know took effect on October 1, 2018, and increased the minimum age for the sale of tobacco products from 18 years of age to 21 years of age. This ordinance only addresses the selling, distributing, or providing tobacco products to someone who is under 21; in other words, it applies to in-store retailers in the City of San Antonio who could be fined for selling tobacco products to someone under 21. The ordinance does not apply or punish individuals under 21 who purchase, use, or possess a tobacco product. Individuals are addressed under Texas State tobacco laws which provide that individuals under 18 who purchase, use, or possess tobacco can be fined up to $250 and required to 5 attend a tobacco awareness program. Enforcement of the Tobacco 21 Ordinance is carried out by the San Antonio Metropolitan Health District designated by State law, City code, and County resolution to provide public health programs in San Antonio. Metro Health is a City/County organization; however, administrative control is under the City of San Antonio and it is operated as a City department. Violations of the Tobacco 21 O in a fine up to $500. Before starting City-wide enforcement, a nine-month grace period is in place to allow Metro Health to educate the public and raise awareness of the new law and to educate tobacco retailers and staff on the changes. More information on the Tobacco 21 Ordinance is provided in the ISR found in Exhibit 4. In December 2018, three entities, the Association of Convenience Store Retailers Inc., South Texas Merchants Association Cooperative Inc., and Texas Food and Fuel Association Inc., filed a federal lawsuit challenging the City of San Antoniordinance. The suit alleges that banning the sale of tobacco products to young adults ages 18 to 20 years old discriminates against retailers, as retailers are subject to punishment under the ordinance. Young adults between the ages of 18-20 who are caught 5 Texas Health and Safety Code Section 161.252. purchasing, using, or possessing tobacco do not face penalties or enforcement under the San Antonio 6 Ordinance or state law. Additional Information State and Federal Regulations It is likely that legislation will be introduced during the 2019 Texas Legislative Session regarding regulations of the sale and use of tobacco and electronic cigarettes since such legislation has been introduced 7 in recent years. A coalition of organizations, called Texas 21, is seeking to introduce and pass legislation that would raise the tobacco sales age, including e-cigarettes, to 21 state-wide. For more information on Texas 21, their website is https://texas21.org and attached is a fact sheet from Texas 21 (Exhibit 5) regarding electronic cigarettes and raising the minimum age. Oppositely, there could be other legislation related to tobacco sales introduced that could change regulations or pre-empt municipalities from imposing their own regulations on the sale of tobacco. Staff will monitor the introduction and progress of any related bills. At the federal level, the recently made an announcement on November 15, 2018, that it will begin the process to ban menthol in cigarettes, ban flavor in cigars, and limit the sales of flavored electronic cigarettes to youths. At the same time, the FDA also released the findings of the National Youth Tobacco Survey (NYTS) that showed that more than 3.6 million middle and high school students were current users of electronic cigarettes in 2018, an increase of 1.5 million over the previous year. While there has been no change in policy or federal law, the directives set forth in the statement from the FDA are meant to speed up action to limit the sale of flavored electronic cigarette products to minors both in stores and online. OPTIONS The purpose of this presentation is to provide information as requested. Staff will proceed with obtaining additional information or drafting policy as directed by City Council. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The current smoking ordinance, No. 2015-121 was adopted by City Council on April 21, 2015. Prior to adoption, the City Council held work sessions in January and February 2015, and a public hearing was held on April 7, 2015. The current ordinance is an update to the previous smoking ordinance, No. 2012-367 was adopted by the City Council on December 18, 2012. STRATEGIC PLAN RELATIONSHIP -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family-Friendly Community Related Goal: 4.2 Promote clean and healthy neighborhoods EXHIBITS 1. Agenda Information Sheet 2. Presentation 3. ISR 2018-157 Electronic Cigarette Restrictions 6 As mentioned earlier in this ISR, individuals under the age of 18 are addressed by the Texas state statutes. 7 Last year, H.B. No. 1908 was proposed to raise t- cig products. The bill did not make it to a final vote in the House. Proposed bills to raise the minimum age to 21 have also been introduced in prior years. 4. ISR 2018-174 Youth Tobacco Enforcement Ordinances 5. Texas 21 Fact Sheet Respectfully submitted: Sarah Kuechler Director of Public Affairs Prepared by: Stuart Birdseye Management Analyst Date: November 2, 2018 Report No. 2018-157 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Information on current laws and policies in the City of Denton which regulate the sale and usage of electronic cigarettes by individuals. EXECUTIVE SUMMARY: On October 16, 2018, the City Council requested information on the Citys Smoking Ordinance as it relates to electronic cigarettes, also known as e-cigarettes. The Denton City Code prohibits the selling or giving of e-cigarettes to minors and also prohibits the smoking of e- cigarettes in multiple locations including, but not limited to, any facility of a primary or secondary school. In addition to the City Code, Student & Parent Handbook both prohibit the possession of electronic cigarettes or any tobacco product, by anyone while on school property at any time, or at any location while attending an off-campus school-related activity. BACKGROUND: Smoking, including e-cigarettes, is addressed in Chapter 14, Article IV of City Code of Ordinances. Section 14-87(a) states for any person to smoke or possess a lit tobacco, weed or other plant product or to smoke an electronic cigarette (e-cigarette) in facility of a primary or secondary school. Section 14- improvements of a vertical nature, including, but not limited to, buildings, sheds, garages, and stadium structures and excluding horizontal improvements such as sidewalks, streets and parking lots. Section 14- to inhale, exhale, burn, or carry a lighted cigar, cigarette, pipe, or other smoking equipment, containing tobacco, weed, or other plant product or the use of an electronic cigarette or similar device. Additionally, Section 14-90.1 makes it unlawful to sell or give e-cigarettes or paraphernalia to anyone under 18 years of age. State Statute for School Districts: 1 The Texas Education Code requires school districts to enact at a minimum, the following prohibitions: (1) Prohibit smoking or using e-cigarettes or tobacco products at a school- related or school-sanctioned activity on or off school property; (2) Prohibit students from possessing e-cigarettes or tobacco products at a school-related or school-sanctioned activity on or off school property; and (3) Ensure that school personnel enforce the policies on school property. 1 Texas Education Code Section 38.006 Date: November 2, 2018 Report No. 2018-157 Denton ISD Policy: In compliance with the state statute setting minimum regulations and in addition to City Code, Denton ISD also has a policy prohibiting the use or possession of e-cigarettes or tobacco 2 products which is stated in the Student & Parent Handbook which is signed at the beginning of the school year by both the parent and student. The Student & Parent Handbook states that the school district and staff will strictly enforce the prohibition. The e-cigarette prohibition is also include in the Denton ISD Student Code of Conduct. student is found using or possessing e-cigarettes. Enforcement action for policy violations are handled by Denton ISD. DISCUSSION: This ISR provides a basic background on current regulations and policies of the City of Denton and Denton ISD regarding the sale, possession, and usage of e-cigarettes by individuals. This topic will be included in the November Work Session strategy session with City Council if further policy discussion or research is requested. ATTACHMENT(S): Smoking Ordinance No. 2015-121 STAFF CONTACT: Sarah Kuechler Director of Public Affairs (940) 349-8356 Sarah.Kuechler@cityofdenton.com 2 Date: November 30, 2018 Report No. 2018-174 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT Provide additional information regarding smoking regulations and age restrictions, including a recent ordinance approved by the City of San Antonio, and a recent Food and Drug Administration (FDA) announcement about limiting the use of tobacco products and electronic cigarettes by minors. BACKGROUND Following requests from the City Council, staff provided two Informal Staff Reports under reference numbers 2018-141 and 2018-157. The two reports discuss current policies and background information regarding smoking and electronic cigarette regulations. More specifically, the reports outlined: No. 2018--121 No. 2018-157: Information on current laws and policies in the City which regulate the sale Statutes for Sch A Council Member recently requested additional information about the tobacco ordinance 1 approved by the City of San Antonio. Additionally, the FDA recently issued an announcement about tobacco and e-cigarette use by minors which staff wanted to update Council with since it is relevant to the issue. DISCUSSION The San Antonio ordinance (Attachment 1)Tobacco 21 O, took effect on October 1, 2018 and increased the minimum age for the sale of tobacco products from 18 years of age to 21 years of age. The Tobacco 21 Ordinance o include product that is made from or derived from tobacco, and is intended for human consumption or is likely to be consumed, whether smoked, heated, chewed, absorbed, dissolved, inhaled or ingested by any other means including but not limited to, a cigarette, a cigar, pipe tobacco, chewing tobacco, snuff, snus, or an electronic smoking device or liquids used in electronic smoking devices. Enforcement of the Tobacco 21 ordinance is carried out by the San Antonio Metropolitan Health District , the public health agency that is designated by State law, City code, and 1 January 11, 2018, the City of San Antonio passed Ordinance 2018-01-11-0001 which amended Chapter 36 of the San Antonio City Code and increased the age for sale of tobacco products to 21 years of age. The amendment also defines , prohibits providing tobacco products to anyone under 21 years of age, and provides criminal penalties for violating the ordinance. Date: November 30, 2018 Report No. 2018-174 County resolution with the responsibility for providing public health programs in San Antonio. Metro Health is a City/County organization but administrative control is under the City of San Antonio and is operated as a City department. Violations of the Tobacco 21 ordinance will be enforced by Metro Health It is important to note that the Tobacco 21 ordinance only addresses the selling, distributing, or providing tobacco products to someone who is under 21; in other words the in-store retailers in the City of San Antonio could be fined for selling to someone under 21. The Tobacco 21 ordinance does not apply to the individuals under 21 who purchase, use, or is possess a tobacco product. These individuals would be addressed under Texas State tobacco laws which provide individuals under 18 who purchase, use, or possess tobacco can be fined up to $250 and required to attend a 2 tobacco awareness program. Before starting Citywide enforcement, a nine month grace period is in place to allow Metro Health to provide education to the public to raise awareness of the new law and to educate tobacco retailers and staff on the changes. For reference, Attachment 2 is a presentation given to the San Antonio City Council on January 11, 2018 outlining the Tobacco 21 ordinance and associated research. Also attached is a timeline (Attachment 3), education and implementation overview (Attachment 4), and a question and answer (Attachment 5). Food and Drug Administration Announcement Staff also wanted to share some relevant information regarding proposed policy changes at the federal level. On Thursday, November 15, 2018, the Food and Drug Administration (FDA) announced that it will begin the process to ban menthol in cigarettes, ban flavor in cigars, and limit the sales of flavored electronic cigarettes to youths. In a news release, the FDA released the findings from the National Youth Tobacco Survey (NYTS) that showed that more than 3.6 million middle and high school students were current users of electronic cigarettes in 2018, an increase of 1.5 million over the previous year. Scott Gottlieb, Commissioner of the FDA, laid out proposed new steps in a statement (Attachment 6) and revisit the compliance policy by having all flavored products, including all flavors other than tobacco, mint and menthol, sold in age-restricted, in-person locations and, if sold online, under heightened practices for age verification. While there has been no change in policy or federal law, the directives set forth in a statement from Gottlieb are meant to speed up FDA action to limit the sale of flavored electronic cigarette products to minors both in stores and online. This directive is the first step in the long process of banning menthol in cigarettes, banning flavors in cigars, and limiting sales of flavored electronic cigarettes to youths. 2 See Texas Health & Safety Code § 161.252 which prohibits individuals under 18 from possessing, purchasing, consuming, or accepting a cigarette, e-cigarette, or tobacco product. Date: November 30, 2018 Report No. 2018-174 ATTACHMENTS 1. 2. San Antonio Tobacco 21 Presentation 3. Tobacco 21 Timeline 4. Tobacco 21 Education and Implementation Plan 5. Tobacco 21 Question and Answer 6. FDA Statement Regarding Youth Access to Tobacco and Electronic Cigarettes STAFF CONTACT: Stuart Birdseye Management Analyst 940-349-8009 stuart.birdseye@cityofdenton.com Sarah Kuechler Director of Public Affairs 940-349-8356 sarah.kuechler@cityofdenton.com LEGAL: Stephanie N. Neal Assistant City Attorney 940-349-8333 Stephanie.neal@cityofdenton.com Jan-19 December November October September August July June May April March February Jan-18 Web PageRetailer Education/ OutreachRetailer and Community MeetingsOther Cities Jan-19 December November October September August July June May April March February Jan-18 Community Educ.Military Educ.SurveysMediaCompliance Tobacco 21 Education and Implementation Overview Raising the minimum legal sale age for tobacco from age 18 to 21 will have a substantial positive impact on public health and will save lives. To be effective, education, implementation and enforcement will be initiative and Ordinance. The Ordinance will take effect nine months after passage. The San Antonio Metropolitan Health District (Metro Health) will focus its efforts, on T21 education throughout the San Antonio community and providing signage and resources to tobacco retailers. The information and resources will require minimal funds supported by s current operating budget. T21 Education (January September 2018) Metro Health will collaborate with the San Antonio Tobacco 21 Coalition, the San Antonio Council on Alcohol and Drug Abuse (SACADA), Tobacco Retailers and others such as the Region 20 Education Service Center, local school districts, charter & private schools, and other City of San Antonio departments, including Parks and Recreation, Human Services, Library, and the Office of Equity, to provide T21 education in the San Antonio community. Tobacco Retailer Education: In the first nine months of passage of a T21 Ordinance, tobacco retailers will receive education and resources to comply with T21. Retailers will be able to participate in an educational session on T21 and the local Ordinance. Retailers will receive signage from Metro Health at no cost to comply with the T21 Ordinance to display in their establishments. Retailers will receive T21 information from Metro Health at no cost to train their employees on the new minimum sale age, types of tobacco products listed in the Ordinance, fines, and a listing of local tobacco cessation programs. Those selling tobacco products will be required to maintain the current standard of verifying the age of people wanting to purchase tobacco products who appear to be under the age of 27. Retailers will also be able to download T21 information from the City of San Antonio<Metro Health website, www.sanantonio.gov/health. Youth & Families: City of San Antonio departments who work with youth and families will provide them with bilingual information on T21. San Antonio youth focused institutions and organizations will receive bilingual T21 educational information to share with the youth and families they serve. Organizations will be encouraged to include T21 information in their tobacco prevention curricula and prevention programs. Youth focused institutions, organizations, parents and youth will be able to download T21 information from the City of San Antonio Metro Health website. T21 information will also be disseminated via Social Media. tğŭĻ Њͳ ǒƦķğƷĻķ ΝЊΉЋЏΉЊБΞ T21 Implementation Philosophy The overarching philosophy for implementation of this Ordinance is education and partnership with retailers to achieve compliance with the new sale age. As well, the implementation philosophy emphasizes educating youth about the dangers of tobacco addiction and access to tobacco cessation services. Retailers and youth will be educated about the new law and every effort will be made for retailers to achieve voluntary compliance. However, for those retailers who fail to comply with the Ordinance, the following processes will apply as outlined below (please also see a flow chart 1 beginning on page 3 of the implementation and enforcement processes). urrently less than 10% of retailers sell to underage individuals, but non-compliance is unacceptable given the addictiveness of tobacco and the health consequences to youth. Enforcement Authority Principal enforcement of the proposed T21 Ordinance will be by . Currently Metro Health Sanitarians have the capacity to fulfill the T21 enforcement authority role since the majority of tobacco retailers already receive a routine inspection once per year. The addition of a T21 compliance check to verify T21 signage and training requirements will add minimal time to the current routine inspection. In addition, any person may register a complaint with the City of San Antonio by calling 311 to report violations of this Ordinance. Metro Health Sanitarians also currently follow up on complaints made by the community through the 311 process. If fines for violations of the Ordinance generate additional revenue, it will be collected by the General Fund. Retailers: Signage and Training Compliance (Beginning October 1, 2018) If a violation is identified during an education visit after the nine month education period, the tobacco retailer will be issued a warning and asked to immediately rectify the violation (i.e., post appropriate signage) and information will be forwarded to the Metro Health Sanitarians. The Metro Health Sanitarians will subsequently conduct an unannounced compliance visit within 30 days of the violation to verify that signage and/or training violations have been corrected. Continued violations will result in a citation. Tobacco Sales to Under 21 Compliance (Beginning January 1, 2019) If the retailer is suspected of selling tobacco products to minors (either due to 311 complaints or signage and/or training violations), Metro Health may check compliance by sending in a person under 21 to see if the retailer will sell to them. At least once per year, Metro Health will coordinate sales compliance checks in retail establishments based upon received complaints and simple random sampling. Metro Health will use random sampling to select 10 retailers from each Council District. tğŭĻ Ћͳ ǒƦķğƷĻķ ΝЊΉЋЏΉЊБΞ If a tobacco retailer violates the T21 Ordinance by selling to a person under the age of 21, the Metro Health Sanitarian will issue a citation. The penalty for the sale of tobacco products to someone under 21 years of age is a maximum fine of $500. Chart 1: T21 Implementation and Enforcement Processes Community and Retailer Education (January September 2018) Metro Health will collaborate with stakeholders and partners to provide T21 education throughout the San Antonio community. Metro Health will provide signage, training and additional resources to tobacco retailers. Signage and Training Compliance (Beginning October 1, 2018) Metro Health and tobacco education staff through community partners will conduct T21 compliance checks to verify signage and training through routine visits to tobacco retailers. No Was there a violation? Yes No additional signage/training Retailer asked to immediately address the violation and issued compliance check for current a warning. year Information forwarded to the T21 Enforcement Team. Enforcement Team conducts unannounced compliance visit within 30 days to verify no further signage or training violations. Was there a violation? No Yes No additional compliance check Issue citation Continued on next page tğŭĻ Ќͳ ǒƦķğƷĻķ ΝЊΉЋЏΉЊБΞ Tobacco Sales to Under 21 Compliance (Beginning January 1, 2019) Sales compliance checks are done by the Metro Health Sanitarians who will monitor the sale of tobacco to a person known to be under the age of 21. Retailers are selected for Tobacco Sales enforcement through: 311 complaint process Signage and training violations Simple random sampling (10 retailers per Council District per year) No Was there a violation? Yes No additional compliance check Issue citation tğŭĻ Ѝͳ ǒƦķğƷĻķ ΝЊΉЋЏΉЊБΞ 06-05-18 Questions & Answers When does the Tobacco 21 Ordinance go into effect? October 1, 2018. Where does the City of San Antonio Tobacco 21 Ordinance go into effect? It goes into effect within the boundaries of the City of San Antonio. How do I know if my store is within the City of San Antonio (the City) boundaries? Email us at samhd@sanantonio.gov with your store address and we will let you know. What does the City’s Tobacco 21 Ordinance cover? The City’s Tobacco 21 Ordinance covers all Tobacco Products meeting the following description: any product that is made from or derived from tobacco, and is intended for human consumption or is likely to be consumed, whether smoked, heated, chewed, absorbed, dissolved, inhaled or ingested by any other means, including, but not limited to, a cigarette, a cigar, pipe tobacco, chewing tobacco, snuff, snus, hookahs or an electronic smoking device or liquids used in electronic smoking devices. o The City’s Tobacco 21 Ordinance does not include drugs, devices or combination products authorized for sale as tobacco cessation aids by the U.S. Food and Drug Administration, such as nicotine patches. Are synthetic tobacco products, tobacco free liquids, and CBD Oils (Cannaboid oils) included in the City’s Tobacco 21 Ordinance? Yes. (The City’s Tobacco 21 Ordinance follows state law; Health and Safety Code, Chapter 161.081). Within the City, can e-cigarette replacement parts be sold to those under 21 years of age? No. (Tobacco 21 ordinance follows state law; Health and Safety Code, Chapter 161.081). Does the City’s Tobacco 21 Ordinance apply to the sale of rolling paper for hand-rolled cigarettes to those under the age of 21? No - unless the rolling paper is made of tobacco. If my store sells tobacco products, what do I need to do to be in compliance? Starting on October 1, 2018, tobacco retailers within the City will need to: o Verify that customers who ask for cigarettes, other tobacco products or electronic cigarettes are at least 21 years old. If a customer looks to be under 27 years old, retailers must ask for proof of age. Any of these documents constitute proof of age; A valid photo driver’s license or non-driver ID card issued by a state or other U.S. government agency. A valid passport A photo ID issued by the armed forces of the United States. o ID cards issued by employers, schools, or colleges are NOT acceptable forms of ID. o Post Tobacco 21 signage in a location that is conspicuous (visible) to all employees and customers and that is close to the place at which the cigarettes, e-cigarettes, or tobacco products may be purchased. o Ensure employees are educated on the City’s Tobacco 21 Ordinance. 06-05-18 o Ensure employees have signed the City’s Tobacco 21 Employee Notification- Acknowledgement Form and these forms are kept accessible for inspection. Can my store remove the Texas Tobacco Law sign? No. The state’s signs must still be displayed. Texas Tobacco Law still applies – No sale to minors under 18 years of age. Individuals under the age of 18 who purchase, use or are in possession of a tobacco product can be fined up to $250. Where can I find the City’s signage and the City’s Tobacco 21 Employee Notification- Acknowledgement Form? Metro Health will provide these Tobacco 21 materials to tobacco retailers in the City before October 1, 2018. The materials will also be posted on www.sanantonio.gov/tobacco21. What are the City’s fines for selling or distributing tobacco products to someone who is under 21 within the City? The sale or distribution of tobacco products to someone who is under 21 within the City of San Antonio is a Class C misdemeanor, and upon conviction, can result in a fine up to $500. Will there be a fine within the City for someone who is 18, 19 or 20 years old who purchases, uses or is found in possession of a tobacco product? No. Does the City’s Tobacco 21 Ordinance apply to cigarette/tobacco vending machines? Yes. Cigarette vending machines within the City may not be situated in a premise or workplace where persons under 21 are allowed entry and / or are employed. Within the City, regarding hookahs, if the person who purchases the hookah set up at the business is 21 years of age or older, can people under 21 share the hookah set up with that individual? No. Does the City’s Tobacco 21 Ordinance regulate online sales and delivery? No. Can Vape shops within the City work on or repair an e-cigarette unit for an 18, 19 or 20 year old who purchased it legally before October 1, 2018? Yes, a repair is allowed, however, giving the device back to someone who is under 21 is not allowed under the City’s Tobacco 21 Ordinance. Vape shops allow sampling without purchases. Would someone under 21 years of age be allowed to sample within the City? No. Can clerks at stores within the City knowingly sell to someone who will be providing the product to someone under the age of 21? No. Texas21.org Electronic Cigarettes & Tobacco 21 More kids now use electronic cigarettes than regular cigarettes. E-cigarettes provide a relatively new way to deliver the addictive substance nicotine. We have much more to learn about e-cigarettes, and YOUTH USE OF E-CIGARETTES E-cigarettes are now the most popular tobacco product used by kids. The 2016 U.S. Surgeon Generals Report on e-cigarettes found that, based on the evidence to date, e-cigarette use among U.S. youth and young adults is now a major public health concern. In 2017, 10.3 percent of Texas high school students were current users of e-cigarettes, compared Evidence continues to build that for young people, using e-cigarettes increases the likelihood of smoking cigarettes. According to the Surgeon Generals report, e-cigarette use is strongly associated with the use of other tobacco products, including cigarettes, by young people. E-CIGARETTES SHOULD BE INCLUDED IN TOBACCO 21 LEGISLATION Increasing the age of sale is about preventing tobacco use among young people and saving lives. when many move from experimenting with tobacco to regular use. It will also help keep tobacco products of all kinds out of high schools and away from younger kids. HEALTH EFFECTS OF E-CIGARETTES has stated, that E-cigarette aerosol is not harmless. It can contain harmful and potentially harmful constituents, including nicotine. Oct. 17, 2018 1 ITS TIME TO RAISE THE TOBACCO AGE TO 21 IN TEXAS Nicotine is a highly addictive drug development and has been linked to a variety of adverse health outcomes for the developing fetus. Nicotine also impacts the cardiovascular system. The Surgeon General concluded, The use of products containing nicotine in any form among youth, including in e-cigarettes, is unsafe. The brain is the last organ in the human body to develop fully, with brain development continuing until the early to mid-20s such as adolescence, can disrupt the growth of brain circuits that control attention, learning, and susceptibility to addiction. E-CIGARETTES MARKETING AND FLAVORS AIMED AT YOUTH E-cigarettes are marketed to kids in many of the same ways cigarettes used to be through slick ads, like they belong in a candy store or ice cream parlor like gummy bear, cotton candy, peanut butter cup, cookies n cream and Pop Rocks. A government study found that 81 percent of kids who have ever tried e-cigarettes started with a DO E-CIGARETTES HELP PEOPLE QUIT SMOKING? use regular cigarettes. However, public health authorities in the U.S. have found that there is limited electronic nicotine delivery systems for tobacco cessation. e-cigarettes promote long-term cessation, and e-cigarettes are not included as a recommended smoking cessation method by the U.S. Public Health Service. NO IMPACT ON THOSE 21 AND OLDER Tobacco 21 legislation has no impact on those 21 and older being able to legally purchase e-cigarettes. This legislation is aimed at keeping all tobacco products out of the hands of young people under the age of 21. No one under 21 should be using any tobacco product including e-cigarettes. Sources: Campaign for Tobacco-Free Kids, Electronic Cigarettes: An Overview of Key Issues, http://www.tobaccofreekids.org/research/factsheets/pdf/0379. pdf. Campaign for Tobacco-Free Kids, Increasing the Minimum Legal Sale Age for Tobacco Products to 21, http://www.tobaccofreekids.org/research/ factsheets/pdf/0376.pdf. U.S. Department of Health and Human Services, E-Cigarette Use Among Youth and Young Adults: A Report of the Surgeon General, Factsheet, https://e-cigarettes.surgeongeneral.gov/documents/2016_SGR_Fact_Sheet_508.pdf. Oct. 17, 2018 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-078,Version:1 AGENDA CAPTION Receive a report from staff, hold a discussion, and give staff direction regarding the funding of a replacement Fire Technical Rescue/ Light Air Vehicle. City of DentonPage 1 of 1Printed on 1/11/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com ___________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Fire Department CM/ DCM/ ACM: Todd Hileman DATE: January 15, 2019 SUBJECT Receive a report from staff, hold a discussion, and give staff direction regarding the funding of a replacement Fire Technical Rescue/ Light Air Vehicle. BACKGROUND The Fire Department utilizes two separate apparatus for major fires, rescues, or hazmat incidents. The department currently operates a 2006 technical rescue apparatus which carries specialized rescue equipment. This unit operates near the maximum weight capacity slowing down response times along with the challenge of transporting all necessary equipment required for the specific incident. 1993 air-light apparatus is designed to carry necessary equipment for breathing air support, spare bottle storage, scene illumination, and electrical support. The air-light apparatus has been out of service for over a year and half, which requires the department to dispatch surrounding departments for mutual aid assistance during major events. During the fire downtown in December 2017 and two alarm industrial fire on Shady Oaks in November 2018 the Town of Flower Mound was dispatched to provide an air-light apparatus on scene to refill air bottles. A Fire Technical Rescue/ Light Air Vehicle is a specialized combined rescue vehicle carrying rescue equipment, air-light equipment on-site with an expected life span of 15 years. The air -light component offers the ability to refill tanks for Self-Contained Breathing Apparatus at the scene and continue to do so for an extended period. The department has applied for funding assistance three years in a row through the Federal Emergency Management Agency requests have not been approved. OPTIONS Combine the two response vehicles into a single resource unit. RECOMMENDATION Staff recommends the purchase of one combination Fire Technical Rescue/ Light Air Vehicle for the approximate cost of $750,000, and the reduction of two vehicles: the current air-light apparatus (1) and heavy rescue apparatus (1) from the department fleet. FISCAL INFORMATION The Fleet Services Department has maintained $250,000 in their budget for partial funding of the replacement of the 2006 apparatus. In addition, there is $500,000 available from the FY 2018-19 CIP vehicle replacement budget. The estimated cost to replace the technical rescue vehicle with air/light capabilities is $750,000. 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. Presentation Respectfully submitted: Kenneth Hedges Fire Chief Prepared by: Christine Taylor Fire Administration Manager City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-044,Version:1 AGENDA CAPTION Receive a report, hold a discussion and provide staff direction regarding activities related to participation in the National Flood Insurance Program’s Community Rating System. Staff will give an overview of the City’s flood program and current classification status in the Community Rating System. City of DentonPage 1 of 1Printed on 1/11/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Capital Improvements Projects CM/ DCM/ ACM: Mario Canizares DATE: January 15, 2019 SUBJECT Receive a report, hold a discussion and provide staff direction regarding activities related to participation an overview of the BACKGROUND The City of Denton participates in the National Flood Insurance Program (NFIP), which was created with the passage of the National Flood Insurance Act of 1968. The goal of the federal program is to help mitigate future losses caused by flooding through community enforced building standards. Participation in the NFIP is voluntary and is based on a community's agreement to adopt and enforce, at a minimum, the Federal standards for building within a Special Flood Hazard Area (usually referred to as a FEMA floodplain). In exchange, the Federal Government makes flood insurance available as a financial protection against flood losses. The City also participates in the Community Rating System (CRS), which is a voluntary federal program that recognizes and encourages a community's efforts that exceed the NFIP minimum requirements for floodplain management. The CRS program emphasizes three goals: the reduction of flood losses, facilitating accurate insurance ratings and promoting the awareness of flood insurance. By participating in the CRS program, communities can earn a discount for flood insurance premiums based upon the activities that reduce the risk of flooding within the community. To participate in CRS, the City must commit to performing certain activities related to flood protection and prevention. Some activities are mandatory, like requiring elevation certificates for building construction within a FEMA floodplain. However, many activities are voluntary. In general, a community has flexibility in choosing activities it commits to and how it runs its flood program. As part of the CRS program, it is required that a community verifies that it is performing its chosen activities once every five years by providing detailed information about those activities. Once the verification is complete, the community is rated on how well it is performing its activities; this results in a classification that determines flood insurance premium discounts by the federal September 2018; it resulted in a Class 8 rating, which was a reduction in classification from the previous rating of Class 6. The reduction resulted in lesser discounts for flood insurance premiums within the City. The City will be eligible to improve its CRS classification in September 2019, at which time staff will submit documentation to CRS program administrators showing improvement for several activities intended to improve rating to a Class 6 or better. 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: 4.1 Enhance public safety EXHIBITS 1. Agenda Information Sheet 2. Texas NFIP and Community Rating System Participation 3. Appendix F: Community Rating System 4. Presentation Respectfully submitted: Todd Estes Director Capital Projects and City Engineer Appendix F: Community Rating System I.General Information The Community Rating System (CRS) is a voluntary program for communities participating in the National Flood Insurance Program (NFIP). The CRS offers flood insurance policy premium discounts in communities that develop and execute extra measures beyond minimum floodplain management requirements to provide protection from flooding. II.Community Eligibility A communitys eligibility for the CRS depends upon participating in the Regular Program and maintaining full compliance with the NFIP. CRS flood insurance policy premium discounts range from 0 percent to 45 percent depending on the communitys floodplain management measures and activities. III.CRS Premium Discount Eligibility A.Premium Discount Eligibility by Policy Rating Category Table 1 highlights CRS premium discount eligibility by policy rating category. Table 1. CRS Premium Discount Eligibility by Policy Rating Category Eligible for Not Eligible for Flood Zone CRS Premium Discount CRS Premium Discount All Flood Zones Pre-Flood Insurance Rate Map (Pre-FIRM) N/A Buildings B, C, X, D, A99, AR, and AR Dual Zones (AR/A, AR/AE, Post-FIRM Buildings N/A AR/ A1A30, AR/AH, and AR/AO) A Zones (AE, A1A30, Post-FIRM Non-Elevated Buildings where Post-FIRM Non-Elevated Buildings where Unnumbered A, AO, AH) the elevation difference used for rating the elevation difference used for rating is is at or above the Base Flood Elevation 1 foot or more below the BFE or with no (BFE) or with subgrade crawlspace 1 A Zones (AE, A1A30, Post-FIRM Elevated Buildings where the Post-FIRM Elevated Buildings where the Unnumbered A, AO, AH) elevation difference used for rating is at elevation difference used for rating is 1 or above the BFE foot or more below the BFE 7581 and Post-81 Post-FIRM Non-Elevated Buildings where Post-FIRM Non-Elevated Buildings where V Zones (VE, V1V30, the elevation difference used for rating is the elevation difference used for rating is Unnumbered V) at or above the BFE 1 foot or more below the BFE OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 1 Appendix F: Community Rating System Table 1. CRS Premium Discount Eligibility by Policy Rating Category Eligible for Not Eligible for Flood Zone CRS Premium Discount CRS Premium Discount 7581 and Post-81 Post-FIRM Elevated Buildings where the Post-FIRM Elevated Buildings where the V Zones (VE, V1V30, elevation difference used for rating is at elevation difference used for rating is 1 Unnumbered V) or above the BFE foot or more below the BFE Post-FIRM Elevated Buildings Post-FIRM Elevated Buildings With unfinished enclosure where theWith no enclosure where the elevation elevation difference used for rating is atdifference used for rating is 1 foot or or above the BFE, with no machinery ormore below the BFE; or equipment below the BFE; or With enclosure with non-breakaway With unfinished enclosure used onlywalls where the elevation difference for parking, access, or storage withused for rating is 1 foot or more below breakaway walls regardless of size,the BFE; or with no machinery or equipment below With machinery or equipment below the BFE. the BFE; or With finished enclosure below the BFE. 1. Contact the insurer for CRS discount eligibility for Post-FIRM Elevated Buildings having an elevator below the BFE. B.Ineligible for CRS Premium Discounts The following policies are not eligible for CRS premium discounts: •Emergency Program Policies •Preferred Risk Policies •Newly Mapped Policies •Mortgage Portfolio Protection Program Policies •Group Flood Insurance Policies •Post-FIRM buildings located in a Special Flood Hazard Area (SFHA) where the elevation difference used for rating is at least 1 foot or more below the Base Flood Elevation (BFE), with the following exceptions: Post-FIRM V-Zone buildings with unfinished breakaway wall enclosures and machinery or equipment at or above the BFE. A building with a subgrade crawlspace with certification from a community official. The letter signed by the community official that certifies a subgrade crawlspace exception must contain the following statement: (ADDRESS) I certify that the building located at has a crawlspace that was built in compliance with the NFIP requirements for crawlspace construction as out-lined in FEMA Technical Bulletin 11-01, Crawlspace Construction for Buildings Located in Special Flood Hazard Areas. IV.CRS Classes and Discounts The CRS recognizes measures for flood protection and flood loss reduction. The four main activity categories include Public Information, Mapping and Regulation, Flood Damage Reduction, and Flood Preparedness. OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 2 Appendix F: Community Rating System In order to participate in the CRS, a community must complete and submit an application to FEMA. Subsequently, FEMA reviews the communitys floodplain management efforts and assigns the appropriate CRS classification based on credit points earned for various activities. A communitys classification may change depending on the level of continued floodplain management efforts. Classifications range from 1 to 10 and determine the premium discount for eligible flood insurance policies (see Table 2 below). All community assignments begin at Class 10 with no premium discount. Communities with a Class 1 designation receive the maximum 45 percent premium discount. Table 2 highlights the available CRS premium discounts organized by class and flood zone. Table 2. CRS Premium Discounts by Class and Flood Zone Class Discount Class Discount 1 45% 6 20% 2 40% 7 15% 3 35% 8 10% 4 30% 9 5% 5 25% 10 •Use Table 2 for zones A, AE, A1A30, V, V1V30, AO, and AH. •In zones AR/A, AR/AE, AR/A1A30, AR/AH, and AR/AO, apply a 10 percent discount for Classes 16. Apply a 5 percent discount for Classes 79. •In zones B, C, X, D, AR, and A99, apply a 10 percent discount for Classes 16. Apply a 5 percent discount for Classes 79. V.El for Agents •After the date of application for CRS classification, communities must maintain FEMA Elevation and Floodproofing Certificates for new and substantially improved construction in the SFHA. •Some CRS communities receive credit for completing Elevation Certificates for Post-FIRM buildings constructed prior to the CRS application date. Agents may request copies of these certificates from the community. The community may charge a certificate-copying fee. •Many CRS communities receive credit for providing residents, agents, and others with information that includes a propertys flood risk zone and BFE from the communitys flood map. The community, if receiving this credit, must publicize the availability of the service once a year and may charge a fee for the service. •Table 3 lists each Community eligible for the CRS and its CRS specific information. In addition, the final column indicates whether the communitys status is current (C) or rescinded (R). OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 3 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS AL 010146 Athens, City of 10/1/1991 10/1/1998 10 0 0 R AL 010071 Atmore, City of 5/1/2002 10/1/2013 9 5 5 C AL 010144 Auburn, City of 5/1/2014 5/1/2014 7 15 5 C AL 015000 Baldwin County 10/1/1995 5/1/2017 7 15 5 C AL 010116 Birmingham, City of 10/1/1994 10/1/2017 5 25 10 C AL 010418 Dauphin Island, Town of 5/1/2001 5/1/2001 8 10 5 C AL 010176 Decatur, City of 10/1/1991 10/1/2005 10 0 0 R AL 010007 Foley, City of 5/1/2017 5/1/2017 8 10 5 C AL 015005 Gulf Shores, City of 10/1/1993 10/1/2013 8 10 5 C AL 015006 Homewood, City of 10/1/2001 10/1/2001 9 5 5 C AL 010123 Hoover, City of 10/1/1991 10/1/1991 9 5 5 C AL 010153 Huntsville, City of 10/1/1991 10/1/2012 8 10 5 C AL 010151 Madison County 5/1/2014 5/1/2014 9 5 5 C AL 015007 Mobile, City of 10/1/1992 10/1/1993 10 0 0 R AL 015011 Orange Beach, City of 10/1/1991 10/1/2007 7 15 5 C AL 010189 Pell City, City of 10/1/1992 5/1/2012 8 10 5 C AL 010002 Prattville, City of 10/1/1991 5/1/2008 8 10 5 C AL 010203 Tuscaloosa, City of 5/1/2016 5/1/2017 8 10 5 C AL 010070 Wetumpka, City of 10/1/1991 5/1/2018 10 0 0 R AK 020005 Anchorage, Municipality of10/1/1995 10/1/2009 6 2010C AK 020107 Homer, City of 5/1/2016 5/1/2016 8 10 5 C AK 020012 Kenai Peninsula, Borough of 5/1/2000 5/1/2000 8 10 5 C AK 020003 Ketchikan Gateway Borough 10/1/2005 5/1/2016 10 0 0 R AK 020069 Nome, City of 10/1/2005 10/1/2016 9 5 5 C AK 020113 Seward, City of 10/1/2005 10/1/2015 9 5 5 C AK 020094 Valdez, City of 10/1/1992 10/1/2014 9 5 5 C AZ040013 Benson, Town of 10/1/1991 10/1/1992 10 0 0 R AZ 040014 Bisbee, City of 10/1/1991 10/1/1992 10 0 0 R AZ 040131 Camp Verde, Town of 10/1/1991 5/1/2017 8 10 5 C AZ 040080 Casa Grande, City of 10/1/1991 10/1/2012 8 10 5 C AZ 040040 Chandler, City of 10/1/1991 5/1/2004 7 15 5 C AZ 040094 Chino Valley, Town of 10/1/1991 10/1/2011 10 0 0 R AZ 040095 Clarkdale, Town of 10/1/1991 5/1/2017 8 10 5 C AZ 040012 Cochise County 10/1/1991 10/1/1991 9 5 5 C AZ 040019 Coconino County 10/1/1991 10/1/1999 8 10 5 C AZ 040061 Dewey-Humboldt, Town of 10/1/2007 5/1/2017 8 10 5 C AZ 040020 Flagstaff, City of 10/1/1991 5/1/2014 5 25 10 C AZ 040028 Gila County 10/1/199110/1/1992 10 0 0 R AZ 040044Gilbert, Town of 10/1/1991 10/1/1992 8 10 5 C 1. For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2. Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 4 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS AZ 040045 Glendale, City of 10/1/1991 5/1/2010 7 15 5 C AZ 040067 Holbrook, City of 10/1/1995 10/1/2014 7 15 5 C AZ 040118 Marana, Town of 10/1/2012 5/1/2018 7 15 5 C AZ 040037 Maricopa County 10/1/1991 5/1/2012 4 30 10 C AZ 040048 Mesa, City of 10/1/1991 5/1/1998 10 0 0 R AZ 040058 Mohave County 10/1/1995 5/1/2013 6 20 10 C AZ 040066 Navajo County 10/1/1992 5/1/2008 8 10 5 C AZ 040092 Patagonia, Town of 10/1/2018 10/1/2018 9 5 5 C AZ 040051 Phoenix, City of 10/1/1992 10/1/2018 5 25 10 C AZ 040073 Pima County 10/1/1991 5/1/2007 5 25 10 C AZ 040077 Pinal County 5/1/2015 5/1/2015 7 15 5 C AZ 040098 Prescott, City of 10/1/1991 5/1/2018 8 10 5 C AZ 040090 Santa Cruz County 10/1/2003 5/1/2018 8 10 5 C AZ 045012 Scottsdale, City of 10/1/1991 5/1/2018 5 25 10 C AZ 040130 Sedona, City of 10/1/1991 5/1/2011 8 10 5 C AZ 040069 Show Low, City of 10/1/1991 5/1/2010 8 10 5 C AZ 040054 Tempe, City of 10/1/1991 5/1/2017 6 20 10 C AZ 040076 Tucson, City of 10/1/1991 10/1/2007 6 20 10 C AZ 040056 Wickenburg, Town of 10/1/1992 10/1/2007 10 0 0 R AZ 040031 Winkelman, Town of 10/1/1991 10/1/1995 10 0 0 R AZ 040093 Yavapai County 10/1/1991 10/1/2016 7 15 5 C 5 C AR 050029 Arkadelphia, City of 10/1/1991 10/1/2018 8 10 5C 5C AR 050192 Benton, City of 10/1/1993 5/1/2017 10 0 0 R AR 050419 Benton County 5/1/2005 5/1/2005 8 10 5 C AR 050012 Bentonville, City of 10/1/1992 10/1/2002 8 10 5 C AR 050140 Blytheville, City of 10/1/1995 10/1/1995 9 5 5 C AR 050046 Bono, City of 10/1/1992 5/1/2017 10 0 0 R AR 050308 Bryant, City of 10/1/1992 5/1/2016 10 0 0 R AR 050399 Centerton, City of 10/1/2013 10/1/2013 9 5 5 C AR 050216 Fayetteville, City of 5/1/2016 10/1/2018 8 10 5C AR 050433 Garland County 10/1/1993 10/1/1993 9 5 5 C AR 050020 Harrison, City of 10/1/2017 10/1/2017 9 5 5 C AR 050168 Helena, City of 10/1/1993 10/1/1999 10 0 0 R AR 050084 Hot Springs, City of 10/1/1993 10/1/2006 8 10 5 C AR 050180 Jacksonville, City of 10/1/1994 10/1/2016 9 5 5 C AR 050440 Jefferson County 5/1/2017 5/1/2017 9 5 5 C AR 050048 Jonesboro, City of 10/1/1992 5/1/2013 8 10 5 C AR 050181 Little Rock, City of 10/1/1991 10/1/2011 7 15 5 C AR 050088 Malvern, City of 10/1/1991 10/1/1996 10 0 0 R 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 5 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS 050109 Pine Bluff, City of 10/1/1994 10/1/1995 10 0 0 R AR 050219 Springdale, City of 10/1/2018 10/1/2018 8 10 5 C AR 050137 Texarkana, City of 5/1/2013 5/1/2013 9 5 5 C AR 050053 Van Buren, City of 5/1/2009 10/1/2013 7 15 5 C AR 050055 West Memphis, City of 10/1/1992 5/1/2012 7 15 5 C CA060001Alameda County 10/1/1992 10/1/1999 7 155 C CA 060213 Anaheim, City of 10/1/1991 5/1/2007 8 10 5 C CA 065019 Burlingame, City of 5/1/2012 5/1/2012 9 5 5 C CA 060714 Clearlake, City of 5/1/2003 10/1/2008 10 0 0 R CA 065022 Concord, City of 10/1/2008 10/1/2012 7 15 5 C CA 060025 Contra Costa County 10/1/1991 5/1/2018 5 25 10 C CA 065023 Corte Madera, Town of 10/1/2003 10/1/2009 7 15 5 C CA 060339 Cupertino, City of 10/1/2005 5/1/2015 7 15 5 C CA 060708 East Palo Alto, City of 10/1/2011 5/1/2016 8 10 5 C CA 060175 Fairfax, Town of 10/1/2017 10/1/2017 9 5 5 C CA 060370 Fairfield, City of 10/1/1992 5/1/2009 7 15 5 C CA 060218 Fountain Valley, City of 10/1/1996 5/1/2015 9 5 5 C CA 065028 Fremont, City of 5/1/2001 5/1/2001 7 15 5 C CA 060048 Fresno, City of 10/1/1992 10/1/2007 8 10 5 C CA 065029 Fresno County 10/1/1991 5/1/2016 7 15 5 C CA 060340 Gilroy, City of 5/1/2007 5/1/2007 8 10 5 C CA 065034 Huntington Beach, City of 10/1/1995 5/1/2015 8 10 5 C CA 060222 Irvine, City of 10/1/1991 10/1/2012 9 5 5 C CA 060075 Kern County 10/1/1991 5/1/2013 7 15 5 C CA 060090 Lake County 10/1/1995 10/1/2010 7 15 5 C CA 060636 Lake Elsinore, City of 10/1/2009 5/1/2014 8 10 5 C CA 060738 Lathrop, City of 10/1/2008 10/1/2008 8 10 5 C CA 060395 Live Oak, City of 10/1/2011 5/1/2015 10 0 0 R CA 060008 Livermore, City of 5/1/2015 5/1/2015 9 5 5 C CA 060136 Long Beach, City of 10/1/1993 10/1/2012 8 10 5 C CA 060341 Los Altos, City of 10/1/1991 10/1/1996 8 10 5 C CA 060137 Los Angeles, City of 10/1/1991 10/1/2005 7 15 5 C CA 065043 Los Angeles County 10/1/1991 5/1/2011 7 15 5 C CA 060706 Manteca, City of 5/1/2009 10/1/2013 8 10 5 C CA 060173 Marin County 5/1/2016 5/1/2018 6 20 10 C CA 060344 Milpitas, City of 10/1/1991 5/1/2013 7 15 5 C CA 060735 Mission Viejo, City of 10/1/2005 5/1/2015 7 15 5 C CA 060195 Monterey County 10/1/1991 5/1/2015 7 15 5 C CA065074 Moreno Valley, City of 10/1/1991 10/1/1996 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 6 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS CA 060346 Morgan Hill, City of 5/1/2003 5/1/2003 7 15 5 C CA 060307 Morro Bay, City of 10/1/2013 5/1/2018 7 15 5 C CA 060347 Mountain View, City of 5/1/2002 5/1/2008 8 10 5 C CA 060751 Murrieta, City of 10/1/1997 10/1/1997 9 5 5 C CA 060205 Napa County 5/1/2018 5/1/2018 7 15 5 C CA 060207 Napa, City of 5/1/2001 5/1/2017 7 15 5 C CA 060388 Newman, City of 5/1/2015 5/1/2015 9 5 5 C CA 060227 Newport Beach, City of 10/1/1993 5/1/2008 8 10 5 C CA 060178 Novato, City of 10/1/1995 5/1/2010 6 20 10 C CA 060294 Oceanside, City of 10/1/1991 10/1/1996 8 10 5 C CA 060228 Orange, City of 10/1/1992 10/1/1992 9 5 5 C CA 060212 Orange County 10/1/1991 5/1/2017 5 25 10 C CA 060417 Oxnard, City of 5/1/2013 5/1/2018 7 15 5 C CA 060323 Pacifica, City of 5/1/2013 5/1/2013 7 15 5 C CA 060257 Palm Springs, City of 10/1/1992 5/1/2011 6 20 10 C CA 060348 Palo Alto, City of 10/1/1991 5/1/2017 6 20 10 C CA 060390 Patterson, City of 5/1/2015 5/1/2015 9 5 5 C CA 060379 Petaluma, City of 10/1/1991 10/1/1996 6 20 10 C CA 060239 Placer County 10/1/1991 5/1/2009 5 25 10 C CA 060034 Pleasant Hill, City of 5/1/2003 10/1/2018 9 5 5C CA 060012 Pleasanton, City of 10/1/1992 10/1/2017 7 15 5 C CA 060702 Poway, City of 5/1/2008 5/1/2008 8 10 5 C CA 060360 Redding, City of 10/1/1996 5/1/2008 6 20 10 C CA 060279 Redlands, City of 10/1/2007 10/1/2015 8 10 5 C CA 060035 Richmond, City of 10/1/1995 5/1/2015 10 0 0 R CA 060245 Riverside County 10/1/2010 5/1/2016 7 15 5 C CA 060243 Roseville, City of 10/1/1992 10/1/2006 1 45 10 C CA 060179 Ross, Town of 5/1/2015 5/1/2015 8 10 5 C CA 060266 Sacramento, City of 10/1/1991 10/1/2018 2 40 10 C CA 060262 Sacramento County 10/1/1992 5/1/2017 2 40 10 C CA 060202 Salinas, City of 10/1/1991 10/1/2013 7 15 5 C CA 060180 San Anselmo, Town of 5/1/2016 5/1/2016 9 5 5 C CA 060327 San Carlos, City of 5/1/2013 5/1/2013 9 5 5 C CA 060284 San Diego County 10/1/1994 10/1/2012 6 20 10 C CA 060299 San Joaquin County 10/1/1993 10/1/2018 7 15 5 C CA 060349 San Jose, City of 10/1/1991 10/1/2001 7 15 5 C CA 060231 San Juan Capistrano, City of 10/1/1991 5/1/2017 8 10 5 C CA 060013 San Leandro, City of 10/1/2006 10/1/2006 8 10 5 C CA 060310 San Luis Obispo, City of 10/1/1991 5/1/2017 6 20 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 7 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS 060311 San Mateo County 10/1/2010 10/1/2010 9 5 5 C CA 060036 San Pablo, City of 10/1/2013 10/1/2013 8 10 5 C CA 060710 San Ramon, City of 10/1/1991 5/1/2011 6 20 10 C CA 060331 Santa Barbara County 10/1/1991 5/1/2006 6 20 10 C CA 060350 Santa Clara, City of 5/1/2002 5/1/2008 8 10 5 C CA 060337 Santa Clara County 5/1/2004 5/1/2009 10 0 0 R CA 060729 Santa Clarita, City of 10/1/2001 5/1/2014 7 15 5 C CA 060355 Santa Cruz, City of 10/1/1992 5/1/2002 7 15 5 C CA 060353 Santa Cruz County 10/1/2012 10/1/2012 8 10 5 C CA 060421 Simi Valley, City of 10/1/1993 5/1/2018 6 20 10 C CA 060631 Solano County 10/1/1991 10/1/2018 7 15 5C CA 060375 Sonoma County 10/1/1991 10/1/1992 10 0 0 R CA 060302 Stockton, City of 10/1/1996 10/1/1997 8 10 5 C CA 060352 Sunnyvale, City of 10/1/1998 5/1/2009 7 15 5 C CA 060394 Sutter County 10/1/2008 10/1/2014 5 25 10 C CA 060400 Tehama, City of 10/1/2003 5/1/2013 5 25 10 C CA 060401 Trinity County 5/1/2011 5/1/2011 9 5 5 C CA 060373 Vacaville, City of 10/1/1995 10/1/2000 8 10 5 C CA 060413 Ventura County 10/1/2011 5/1/2016 5 25 10 C CA 060409 Visalia, City of 10/1/2011 5/1/2018 7 15 5 C CA 065070 Walnut Creek, City of 10/1/1991 5/1/2011 8 10 5 C CA 060357 Watsonville, City of 10/1/1992 10/1/2018 7 15 5 C CA 060728 West Sacramento, City of 10/1/2011 5/1/2017 6 20 10 C CA 060238 Yorba Linda, City of 10/1/1993 10/1/2004 10 0 0 R CA 060423 Yolo County 10/1/2010 10/1/2010 8 10 5 C CA 060396 Yuba City, City of 10/1/2007 10/1/2014 5 25 10 C CA 060427 Yuba County 10/1/2003 5/1/2013 6 20 10 C CA 060739 Yucaipa, City of 10/1/2011 10/1/2015 10 0 0 R 0 R CO 080001 Adams County 10/1/2016 10/1/2016 9 5 5 C 5 C CO 080010 Alamosa, City of 10/1/1991 5/1/2016 7 15 5 C CO 080009 Alamosa County 10/1/1996 10/1/2011 10 0 0 R CO 080011 Arapahoe County 10/1/1991 10/1/2015 7 15 5 C CO 080273 Archuleta County 10/1/1992 10/1/1998 10 0 0 R CO 085072 Arvada, City of 10/1/1991 5/1/2010 5 25 10 C CO 080002 Aurora, City of 10/1/1992 5/1/2018 7 15 5 C CO 080024 Boulder, City of 10/1/1992 10/1/2013 5 25 10 C CO 080023 Boulder County 10/1/1991 10/1/2015 5 25 10 C CO 080130 Brush, City of 10/1/1994 10/1/1994 9 5 5 C CO 080068 Canon City, City of 10/1/1992 10/1/2013 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 8 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS CO 080315 Centennial, City of 5/1/2010 10/1/2015 7 15 5 C CO 080013 Cherry Hills Village, City of 10/1/1996 10/1/2016 7 15 5 C CO 080060 Colorado Springs, City of 10/1/1992 10/1/2017 5 25 10 C CO 080043 Delta, City of 10/1/1996 5/1/2015 8 10 5 C CO 080046 Denver, City and County of 10/1/1996 5/1/2017 7 15 5 C CO 080049 Douglas County 10/1/1996 5/1/2016 7 15 5 C CO 080099 Durango, City of 10/1/1992 10/1/1992 9 5 5 C CO 080051 Eagle County 10/1/2008 10/1/2018 7 15 5C CO 080059 El Paso County 10/1/1992 10/1/2010 7 15 5 C CO 085074 Englewood, City of 10/1/1995 10/1/2011 7 15 5 C CO 080102 Fort Collins, City of 10/1/1991 5/1/2016 2 40 10 C CO 080061 Fountain, City of 10/1/1992 10/1/2010 7 15 5 C CO 080067 Fremont County 10/1/1993 5/1/2008 9 5 5 C CO 080245 Frisco, Town of 10/1/1993 10/1/1998 8 10 5 C CO 080090 Golden, City of 10/1/1996 5/1/2011 7 15 5 C CO 080062 Green Mountain Falls, Town of 10/1/2003 10/1/2010 7 15 5 C CO 080080 Gunnison, City of 10/1/1995 10/1/2014 7 15 5 C CO 080078 Gunnison County 10/1/1994 5/1/2018 9 5 5 C CO 080087 Jefferson County 10/1/2005 10/1/2010 6 20 10 C CO 085075 Lakewood, City of 10/1/1991 10/1/2005 6 20 10 C CO 080101 Larimer County 10/1/1992 10/1/1997 10 0 0 R CO 080017 Littleton, City of 10/1/1992 10/1/2018 5 25 10 C CO 080027 Longmont, City of 10/1/1992 10/1/1997 8 10 5 C CO 085076 Louisville, City of 10/1/1991 5/1/2015 7 15 5 C CO 080103 Loveland, City of 10/1/2010 5/1/2016 6 20 10 C CO 080063 Manitou Springs, City of 10/1/1992 10/1/2010 7 15 5 C CO 080115 Mesa County 5/1/2006 5/1/2016 8 10 5 C CO 080064 Monument, Town of 10/1/2003 10/1/2010 7 15 5 C CO 080092 Morrison, Town of 10/1/1996 10/1/1996 9 5 5 C CO 080065 Palmer Lake, Town of 10/1/2003 10/1/2010 7 15 5 C CO 080310 Parker, Town of 10/1/1992 5/1/2017 5 25 10 C CO 080287 Pitkin County 10/1/1992 10/1/1997 8 10 5 C CO 080153 Rio Grande County 10/1/1992 10/1/1997 10 0 0 R CO 080018 Sheridan, City of 10/1/1993 10/1/2003 10 0 0 R CO 080201 Silverthorne, Town of 10/1/1996 10/1/2016 8 10 5 C CO 080159 Steamboat Springs, Town of 10/1/1993 5/1/2015 7 15 5 C CO 080168 Telluride, Town of 10/1/1994 10/1/2015 7 15 5 C CO 080007 Thornton, City of 10/1/1994 5/1/2015 6 20 10 C CO 080054 Vail, Town of 10/1/1991 10/1/2001 7 15 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 9 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS CO 080008 Westminster, City of 10/1/1991 5/1/2013 6 20 10 C CO 085079 Wheat Ridge, City of 10/1/1991 10/1/2017 5 25 10 C CT 090074 Cheshire, Town of 10/1/1993 10/1/2003 10 0 0 R 0 R CT 090076 East Haven, Town of 10/1/2003 10/1/2010 10 0 0 R CT 090096 East Lyme, Town of 10/1/1991 5/1/2016 8 10 5 C CT 090007 Fairfield, Town of 10/1/2016 10/1/2016 8 10 5 C CT 090077 Guilford, Town of 5/1/2018 5/1/2018 9 5 5 C CT 090078 Hamden, Town of 10/1/1993 10/1/2006 10 0 0 R CT 090082 Milford, City of 5/1/2012 5/1/2012 9 5 5 C CT 090084 New Haven, City of 5/1/2017 5/1/2017 7 15 5 C CT 090011 Newtown, Town of 10/1/1991 10/1/1991 9 5 5 C CT 090012 Norwalk, City of 10/1/1993 10/1/1998 10 0 0 R CT 090015 Stamford, City of 10/1/2002 10/1/2002 7 15 5 C CT 090193 Stonington, Borough of 10/1/2004 10/1/2014 8 10 5 C CT 090106 Stonington, Town of 10/1/2017 10/1/2017 8 10 5 C CT 095082 West Hartford, Town of 10/1/1991 10/1/2007 8 10 5 C CT 090070 Westbrook, Town of 5/1/2005 5/1/2011 10 0 0 R CT 090019 Westport, Town of 10/1/1995 10/1/2000 8 10 5 C DE 105083 Bethany Beach, Town of 5/1/2009 5/1/2009 8 10 5 C DE 100022 Delaware City, City of 10/1/2012 10/1/2012 8 10 5 C DE 100056 Dewey Beach, Town of 10/1/1994 10/1/1999 8 10 5 C DE 105084 Fenwick Island, Town of 10/1/1994 10/1/2004 8 10 5 C DE 100041 Lewes, City of 10/1/1992 10/1/1992 9 5 5 C DE 100026 New Castle, City of 10/1/1994 10/1/1999 8 10 5 C DE 105085 New Castle County 5/1/2013 5/1/2013 8 10 5 C DE 100025 Newark, City of 10/1/1992 10/1/2001 7 15 5 C DE 105086 Rehoboth Beach, City of 10/1/1994 10/1/1995 8 10 5 C DE 100048 Seaford, City of 10/1/1996 10/1/1996 9 5 5 C DE 100051 South Bethany, Town of 10/1/2007 10/1/2007 8 10 5 C FL 120001 Alachua County 10/1/1995 10/1/2017 5 25 10 C FL 120290 Altamonte Springs, City of 10/1/1994 5/1/2014 7 15 5 C FL 125087 Anna Maria, City of 10/1/1991 10/1/2018 7 15 5 C FL 120180 Apopka, City of 10/1/1993 10/1/2018 8 10 5C FL 120075 Atlantic Beach, City of 10/1/2005 5/1/2010 7 15 5 C FL 120193 Atlantis, City of 10/1/1992 5/1/2013 7 15 5 C FL 120676 Aventura, City of 10/1/2000 5/1/2005 7 15 5 C FL 120419 Baker County 10/1/2001 5/1/2017 10 0 0 R FL 120636 Bal Harbour, Village of 10/1/1996 5/1/2017 8 10 5 C FL 120004 Bay County 10/1/1993 10/1/2008 5 25 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 10 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS FL 120637 Bay Harbor Islands, Town of 10/1/1994 10/1/1999 7 15 5 C FL 125088 Belleair, Town of 10/1/2015 10/1/2015 8 10 5 C FL 125089 Belleair Beach, City of 10/1/1992 10/1/2017 6 20 10 C FL 120239 Belleair Bluffs, City of 10/1/2015 10/1/2015 7 15 5 C FL 120195 Boca Raton, City of 10/1/1992 5/1/2008 8 10 5 C FL 120680 Bonita Springs, City of 5/1/2006 5/1/2017 5 25 10 C FL 120196 Boynton Beach, City of 10/1/1991 10/1/2017 6 20 10 C FL 120155 Bradenton, City of 10/1/1991 5/1/2011 6 20 10 C FL 125091 Bradenton Beach, City of 10/1/1991 5/1/2008 6 20 10 C FL 125092 Brevard County 10/1/1991 10/1/2006 7 15 5 C FL 125093 Broward County 10/1/1992 5/1/2012 7 15 5 C FL 120005 Callaway, City of 10/1/1993 5/1/2013 7 15 5 C FL 125094 Cape Canaveral, City of 10/1/1993 5/1/2013 7 15 5 C FL 125095 Cape Coral, City of 10/1/1991 5/1/2010 5 25 10 C FL 120090 Carrabelle, City of 10/1/1993 5/1/2013 10 0 0 R FL 120061 Charlotte County 10/1/1992 5/1/2004 5 25 10 C FL 120063 Citrus County 10/1/2001 10/1/2015 5 25 10 C FL 120064 Clay County 10/1/1996 10/1/2005 7 15 5 C FL 125096 Clearwater, City of 10/1/1991 5/1/2016 6 20 10 C FL 120108 Clewiston, City of 5/1/2017 5/1/2017 9 5 5 C FL 120198 Cloud Lake, Town of 10/1/1994 10/1/2016 6 20 10 C FL 120020 Cocoa, City of 10/1/1994 10/1/2004 10 0 0 R FL 125097 Cocoa Beach, City of 10/1/1994 5/1/2018 8 10 5 C FL 120031 Coconut Creek, City of 10/1/1992 10/1/2001 7 15 5 C FL 120067 Collier County 10/1/1992 10/1/2015 5 25 10 C FL 120070 Columbia County 10/1/1996 10/1/2005 8 10 5 C FL 120032 Cooper City, City of 10/1/1992 5/1/2009 7 15 5 C FL 120639 Coral Gables, City of 10/1/1993 5/1/2013 7 15 5 C FL 120033 Coral Springs, City of 10/1/1992 10/1/1994 8 10 5 C FL 120340 Crystal River, City of 10/1/2016 10/1/2016 7 15 5 C FL 120218 Cutler Bay, Town of 5/1/2011 5/1/2018 5 25 10 C FL 120034 Dania Beach, City of 10/1/1993 10/1/1993 9 5 5 C FL 120035 Davie, Town of 10/1/1994 10/1/2005 7 15 5 C FL 125099 Daytona Beach, City of 10/1/1994 10/1/2008 6 20 10 C FL 125100 Daytona Beach Shores, City of 10/1/1992 10/1/2018 5 25 10 C FL 125101 Deerfield Beach, City of 10/1/1992 5/1/2011 7 15 5 C FL 125102 Delray Beach, City of 10/1/1994 5/1/2015 8 10 5 C FL 120677 Deltona, City of 5/1/2015 5/1/2015 9 5 5 C FL 125158 Destin, City of 10/1/1994 5/1/2010 6 20 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 11 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS FL 120041 Doral, City of 5/1/2009 5/1/2017 7 15 5 C FL 125103 Dunedin, City of 10/1/1992 10/1/2016 5 25 10 C FL 120308 Edgewater, City of 10/1/1992 10/1/2012 7 15 5 C FL 120080 Escambia County 10/1/1991 5/1/2011 6 20 10 C FL 120260 Estero, Village of 10/1/2017 10/1/2017 6 20 10 C FL 120146 Fanning Springs, Town of 10/1/1993 10/1/2008 8 10 5 C FL 120120 Fellsmere, City of 10/1/1999 5/1/2015 8 10 5 C FL 120172 Fernandina Beach, City of 10/1/1992 10/1/2013 6 20 10 C FL 120087 Flagler Beach, City of 10/1/1995 5/1/2012 6 20 10 C FL 120085 Flagler County 5/1/2015 10/1/2016 6 20 10 C FL 125105 Fort Lauderdale, City of 10/1/1992 5/1/2013 6 20 10 C FL 125106 Fort Myers, City of 10/1/1993 10/1/2012 7 15 5 C FL 120673 Fort Myers Beach, Town of 10/1/1999 10/1/1999 7 15 5 C FL 120286 Fort Pierce, City of 10/1/1992 5/1/2012 6 20 10 C FL 120174 Fort Walton Beach, City of 10/1/1992 5/1/2012 6 20 10 C FL 120088 Franklin County 10/1/1993 10/1/2012 7 15 5 C FL 125107 Gainesville, City of 10/1/1992 10/1/2006 7 15 5 C FL 120095 Glades County 5/1/2018 5/1/2018 7 15 5 C FL 120200 Glen Ridge, Town of 10/1/1994 10/1/2006 10 0 0 R FL 120642 Golden Beach, Town of 10/1/1993 10/1/2002 10 0 0 R FL 120203 Greenacres, City of 10/1/2017 10/1/2017 9 5 5 C FL 120275 Gulf Breeze, City of 10/1/1993 10/1/2013 7 15 5 C FL 120098 Gulf County 10/1/1993 5/1/2007 8 10 5 C FL 125109 Gulf Stream, Town of 10/1/1999 10/1/2015 10 0 0 R FL 125108 Gulfport, City of 10/1/1993 5/1/2013 6 20 10 C FL 125110 Hallandale Beach, City of 10/1/1994 10/1/2008 6 20 10 C FL 120103 Hardee County 10/1/1996 5/1/2004 10 0 0 R FL 120282 Hastings, Town of 5/1/2017 10/1/2018 10 0 0 R FL 120107 Hendry County 10/1/2000 10/1/2000 8 10 5 C FL 120110 Hernando County 10/1/1992 5/1/2015 5 25 10 C FL 120643 Hialeah, City of 10/1/1993 5/1/2008 7 15 5 C FL 125111 Highland Beach, Town of 10/1/1993 10/1/2015 10 0 0 R FL 120111 Highlands County 10/1/1994 10/1/2004 8 10 5 C FL 120040 Hillsboro Beach, Town of 10/1/2017 10/1/2017 8 10 5 C FL 120112 Hillsborough County 10/1/1992 10/1/2007 5 25 10 C FL 125112 Holly Hill, City of 10/1/1994 10/1/2014 6 20 10 C FL 125113 Hollywood, City of 10/1/1992 5/1/2012 6 20 10 C FL 125114 Holmes Beach, City of 10/1/1991 5/1/2011 6 20 10 C FL 120645 Homestead, City of 5/1/2006 5/1/2017 9 5 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 12 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS FL 120207 Hypoluxo, Town of 10/1/1994 10/1/1996 8 10 5 C FL 120119 Indian River County 10/1/1992 10/1/2007 6 20 10 C FL 120121 Indian River Shores, Town of 10/1/1994 5/1/2014 6 20 10 C FL 125117 Indian Rocks Beach, City of 10/1/1992 5/1/2017 6 20 10 C FL 125118 Indian Shores, Town of 10/1/1993 10/1/2005 6 20 10 C FL 120424 Islamorada, Village of 10/1/2015 5/1/2017 6 20 10 C FL 120125 Jackson County 10/1/2002 10/1/2018 7 15 5 C FL 120077 Jacksonville, City of 10/1/1991 5/1/2010 6 20 10 C FL 120078 Jacksonville Beach, City of 10/1/1992 5/1/2013 6 20 10 C FL 120331 Jefferson County 10/1/1996 10/1/2016 9 5 5 C FL 120208 Juno Beach, Town of 10/1/1993 10/1/2007 5 25 10 C FL 125119 Jupiter, Town of 10/1/1994 5/1/2015 5 25 10 C FL 120162 Jupiter Island, Town of 10/1/1995 10/1/2015 7 15 5 C FL 120245 Kenneth City, City of 10/1/1992 5/1/2006 8 10 5 C FL 120648 Key Biscayne, Village of 5/1/1998 10/1/2007 7 15 5 C FL 125121 Key Colony Beach, City of 10/1/1992 5/1/2008 8 10 5 C FL 120168 Key West, City of 10/1/2016 10/1/2016 7 15 5 C FL 120190 Kissimmee, City of 10/1/1996 5/1/2010 7 15 5 C FL 120667 Lake Alfred, City of 10/1/2018 10/1/2018 7 15 5 C FL 120211 Lake Clarke Shores, Town of 10/1/1994 10/1/2009 8 10 5 C FL 120421 Lake County 10/1/1994 5/1/2009 7 15 5 C FL 120416 Lake Mary, City of 10/1/2009 10/1/2018 6 20 10 C FL 120212 Lake Park, Town of 10/1/1992 5/1/2010 8 10 5 C FL 120213 Lake Worth, City of 10/1/1996 10/1/2010 8 10 5 C FL 120267 Lakeland, City of 10/1/2004 10/1/2009 7 15 5 C FL 120214 Lantana, Town of 10/1/1994 10/1/1994 9 5 5 C FL 125122 Largo, City of 10/1/1992 10/1/2013 7 15 5 C FL 125123 Lauderdale by the Sea, Town of 5/1/2000 5/1/2017 8 10 5 C FL 120044 Lauderhill, City of 10/1/1992 5/1/2013 7 15 5 C FL 120169 Layton, City of 10/1/2001 5/1/2017 6 20 10 C FL 125124 Lee County 10/1/1991 10/1/2007 5 25 10 C FL 120143 Leon County 5/1/2015 5/1/2015 6 20 10 C FL 120145 Levy County 10/1/1994 5/1/2014 9 5 5 C FL 125125 Lighthouse Point, City of 10/1/1993 5/1/2015 8 10 5 C FL 125126 Longboat Key, Town of 10/1/1991 5/1/2016 5 25 10 C FL 120292 Longwood, City of 10/1/1996 10/1/2010 10 0 0 R FL 120009 Lynn Haven, City of 10/1/1992 5/1/2007 8 10 5 C FL 125127 Madeira Beach, City of 10/1/1992 5/1/2011 6 20 10 C FL 120149 Madison County 10/1/1994 5/1/2014 7 15 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 13 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS FL 120215 Manalapan, Town of 10/1/1992 5/1/2013 8 10 5 C FL 120153 Manatee County 10/1/1991 10/1/2010 5 25 10 C FL 120216 Mangonia Park, Town of 10/1/1994 5/1/2015 10 0 0 R FL 120681 Marathon, City of 5/1/2017 5/1/2018 6 20 10 C FL 120426 Marco Island, City of 10/1/2000 5/1/2016 5 25 10 C FL 120047 Margate, City of 10/1/1992 5/1/2011 7 15 5 C FL 120160 Marion County 10/1/1994 10/1/2009 7 15 5 C FL 120161 Martin County 10/1/1992 5/1/2018 6 20 10 C FL 120337 Mary Esther, City of 10/1/2007 10/1/2016 6 20 10 C FL 120025 Melbourne, City of 10/1/1993 5/1/2013 7 15 5 C FL 125128 Melbourne Beach, Town of 5/1/2016 5/1/2016 8 10 5 C FL 120650 Miami, City of 10/1/1994 5/1/2010 7 15 5 C FL 120635 Miami-Dade County 10/1/1994 10/1/2003 5 25 10 C FL 120651 Miami Beach, City of 10/1/1996 5/1/2012 6 20 10 C FL 120345 Miami Gardens, City of 5/1/2009 5/1/2010 6 20 10 C FL 120686 Miami Lakes, Town of 10/1/2006 5/1/2017 6 20 10 C FL 120652 Miami Shores Village, Village of 10/1/2000 10/1/2000 8 10 5 C FL 120276 Milton, City of 10/1/2007 5/1/2012 6 20 10 C FL 120048 Miramar, City of 10/1/1993 10/1/2016 8 10 5 C FL 125129 Monroe County 10/1/2016 10/1/2017 5 25 10 C FL 125130 Naples, City of 10/1/1992 10/1/2015 5 25 10 C FL 120170 Nassau County 5/1/2017 5/1/2017 8 10 5 C FL 120079 Neptune Beach, City of 10/1/1994 5/1/2015 7 15 5 C FL 120232 New Port Richey, City of 10/1/1993 5/1/2012 6 20 10 C FL 125132 New Smyrna Beach, City of 10/1/1991 10/1/2000 7 15 5 C FL 120338 Niceville, City of 10/1/1993 10/1/2017 6 20 10 C FL 120049 North Lauderdale, City of 5/1/2016 5/1/2016 9 5 5 C FL 120655 North Miami, City of 10/1/1994 5/1/2018 6 20 10 C FL 120656 North Miami Beach, City of 10/1/1993 10/1/2017 8 10 5 C FL 120217 North Palm Beach, Village of 10/1/1994 5/1/2009 7 15 5 C FL 120279 North Port, City of 10/1/1992 5/1/2012 6 20 10 C North Redington Beach, FL 125133 10/1/1992 10/1/2012 7 15 5 C Town of FL 120050 Oakland Park, City of 10/1/1994 10/1/2009 7 15 5 C FL 120330 Ocala, City of 10/1/1991 10/1/2015 3 35 10 C FL 125134 Ocean Ridge, Town of 10/1/1992 5/1/2009 7 15 5 C FL 120173 Okaloosa County 10/1/1995 10/1/2010 5 25 10 C FL 120177 Okeechobee County 10/1/1996 10/1/2000 8 10 5 C FL 120250 Oldsmar, City of 10/1/1992 5/1/2006 6 20 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 14 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS FL 120657 Opa-locka, City of 10/1/2013 10/1/2013 8 10 5 C FL 120179 Orange County 10/1/1991 5/1/2008 5 25 10 C FL 120186 Orlando, City of 10/1/1993 5/1/2008 6 20 10 C FL 125136 Ormond Beach, City of 10/1/1992 5/1/2012 6 20 10 C FL 120189 Osceola County 10/1/1994 5/1/2013 6 20 10 C FL 120293 Oviedo, City of 10/1/2008 10/1/2013 6 20 10 C FL 120404 Palm Bay, City of 10/1/1993 5/1/2012 6 20 10 C FL 120220 Palm Beach, Town of 10/1/1992 5/1/2008 7 15 5 C FL 120192 Palm Beach County 10/1/1991 10/1/2011 5 25 10 C FL 120221 Palm Beach Gardens, City of 10/1/2003 5/1/2014 10 0 0 R FL 125137 Palm Beach Shores, Town of 10/1/1994 10/1/2012 8 10 5 C FL 120684 Palm Coast, City of 5/1/2004 5/1/2017 4 30 10 C FL 120223 Palm Springs, Village of 10/1/1992 5/1/2008 8 10 5 C FL 120159 Palmetto, City of 10/1/1991 10/1/2018 7 15 5 C FL 120687 Palmetto Bay, Village of 5/1/2017 5/1/2017 8 10 5 C FL 120012 Panama City, City of 10/1/1993 5/1/2013 6 20 10 C FL 120013 Panama City Beach, City of 5/1/2016 5/1/2016 8 10 5 C FL 120011 Parker, City of 10/1/1994 5/1/2008 8 10 5 C FL 120051 Parkland, City of 5/1/2016 5/1/2016 9 5 5 C FL 120230 Pasco County 10/1/1992 10/1/2012 6 20 10 C FL 120052 Pembroke Park, Town of 10/1/2018 10/1/2018 9 5 5 C FL 120053 Pembroke Pines, City of 10/1/1994 10/1/1998 7 15 5 C FL 120082 Pensacola, City of 10/1/2002 10/1/2012 7 15 5 C Pensacola BeachSanta Rosa FL 125138 10/1/1991 10/1/2016 5 25 10 C Island Authority FL 120425 Pinecrest, Village of 10/1/2016 10/1/2016 8 10 5 C FL 125139 Pinellas County 10/1/1993 5/1/2016 5 25 10 C FL 120251 Pinellas Park, City of 10/1/1991 10/1/2017 6 20 10 C FL 120113 Plant City, City of 10/1/2017 10/1/2017 8 10 5 C FL 120054 Plantation, City of 10/1/1992 5/1/2012 6 20 10 C FL 120261 Polk County 10/1/1992 10/1/2011 6 20 10 C FL 120055 Pompano Beach, City of 10/1/1993 5/1/2012 7 15 5 C FL 120312 Ponce Inlet, Town of 5/1/2004 5/1/2014 5 25 10 C FL 120313 Port Orange, City of 10/1/1992 5/1/2016 5 25 10 C FL 120234 Port Richey, City of 10/1/1992 10/1/2007 7 15 5 C FL 120099 Port St. Joe, City of 10/1/1994 10/1/2009 10 0 0 R FL 120287 Port St. Lucie, City of 10/1/1991 10/1/1996 8 10 5 C FL 120062 Punta Gorda, City of 10/1/1992 10/1/2016 5 25 10 C FL 120272 Putnam County 10/1/2016 10/1/2016 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 15 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS FL 125140 Redington Beach, Town of 10/1/1993 5/1/2013 7 15 5 C FL 125141 Redington Shores, Town of 10/1/1992 5/1/2011 7 15 5 C FL 125142 Riviera Beach, City of 5/1/2016 5/1/2016 9 5 5 C FL 120027 Rockledge, City of 10/1/1991 10/1/1996 8 10 5 C FL 120225 Royal Palm Beach, Village of 10/1/2018 10/1/2018 6 20 10 C FL 125143 Safety Harbor, City of 10/1/1992 10/1/2013 7 15 5 C FL 120294 Sanford, City of 10/1/2016 10/1/2016 7 15 5 C FL 120402 Sanibel, City of 10/1/1991 10/1/1996 5 25 10 C FL 120274 Santa Rosa County 10/1/1993 10/1/2011 5 25 10 C FL 125150 Sarasota, City of 10/1/1991 10/1/2010 6 20 10 C FL 125144 Sarasota County 10/1/1992 5/1/2007 5 25 10 C FL 120028 Satellite Beach, City of 10/1/1992 10/1/2017 10 0 0 R FL 120123 Sebastian, City of 10/1/1992 10/1/2010 7 15 5 C FL 120289 Seminole County 10/1/1991 5/1/2011 6 20 10 C FL 120164 Sewalls Point, Town of 10/1/1996 5/1/2016 8 10 5 C FL 120579 Shalimar, Town of 10/1/1995 10/1/2000 8 10 5 C FL 120314 South Daytona, City of 10/1/1992 10/1/2018 6 20 10 C FL 120658 South Miami, City of 10/1/1993 5/1/2013 7 15 5 C FL 120227 South Palm Beach, Town of 10/1/1993 5/1/2015 9 5 5 C FL 125151 South Pasadena, City of 10/1/1992 10/1/2013 7 15 5 C FL 125145 St. Augustine, City of 10/1/1992 10/1/2011 7 15 5 C FL 125146 St. Augustine Beach, City of 10/1/1993 5/1/2008 8 10 5 C FL 120191 St. Cloud, City of 10/1/1993 10/1/2013 7 15 5 C FL 125147 St. Johns County 10/1/1995 5/1/2016 5 25 10 C FL 120285 St. Lucie County 10/1/1994 5/1/2009 6 20 10 C FL 120316 St. Marks, Town of 10/1/1993 10/1/2008 8 10 5 C FL 125149 St. Pete Beach, City of 10/1/1991 5/1/2016 6 20 10 C FL 125148 St. Petersburg, City of 10/1/1992 10/1/2016 5 25 10 C FL 120296 Sumter County 10/1/1995 5/1/2010 7 15 5 C FL 120688 Sunny Isles Beach, City of 10/1/2007 10/1/2012 7 15 5 C FL 120328 Sunrise, City of 10/1/1992 10/1/2002 7 15 5 C FL 120659 Surfside, Town of 5/1/2016 5/1/2018 7 15 5 C FL 120300 Suwannee County 10/1/1996 10/1/2014 10 0 0 R FL 120144 Tallahassee, City of 10/1/1994 10/1/2006 6 20 10 C FL 120058 Tamarac, City of 10/1/1992 10/1/2011 6 20 10 C FL 120114 Tampa, City of 10/1/1991 5/1/2009 6 20 10 C FL 120259 Tarpon Springs, City of 10/1/1992 5/1/2012 7 15 5 C FL 120302 Taylor County 10/1/1996 10/1/2011 7 15 5 C FL 120115 Temple Terrace, City of 10/1/1993 10/1/2013 6 20 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 16 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS FL 120228 Tequesta, Village of 10/1/1992 5/1/2016 7 15 5 C FL 125152 Titusville, City of 10/1/1992 5/1/2011 7 15 5 C FL 125153 Treasure Island, City of 10/1/1992 5/1/2012 6 20 10 C FL 120176 Valparaiso, City of 10/1/2014 10/1/2016 7 15 5 C FL 125154 Venice, City of 10/1/1991 10/1/2005 6 20 10 C FL 120124 Vero Beach, City of 10/1/1993 5/1/2009 7 15 5 C FL 125155 Volusia County 10/1/1993 10/1/2013 5 25 10 C FL 120315 Wakulla County 10/1/1993 10/1/2008 7 15 5 C FL 120317 Walton County 10/1/2014 10/1/2016 5 25 10 C FL 125157 Wellington, Village of 10/1/2003 5/1/2015 6 20 10 C FL 120229 West Palm Beach, City of 10/1/1992 10/1/2018 5 25 10 C FL 120678 Weston, City of 5/1/2009 5/1/2014 7 15 5 C FL 120271 Winter Haven, City of 10/1/2017 10/1/2017 8 10 5 C FL 120295 Winter Springs, City of 10/1/1993 5/1/2013 6 20 10 C FL 120147 Yankeetown, Town of 10/1/1994 10/1/2008 6 20 10 C GA 130075 Albany, City of 10/1/1994 5/1/2016 7 15 5 C 5 C GA 135157 Atlanta, City of 10/1/2015 10/1/2015 7 15 5 C Augusta-Richmond County, GA 130158 10/1/2018 10/1/2018 7 15 5 C City of GA 130054 Austell, City of 10/1/2012 5/1/2018 7 15 5 C GA 130452 Bloomingdale, City of 5/1/2015 5/1/2016 8 10 5 C GA 130093 Brunswick, City of 10/1/1993 10/1/1993 9 5 5 C GA 130016 Bryan County 5/1/2014 10/1/2016 6 20 10 C GA 130262 Camden County 5/1/2013 5/1/2017 6 20 10 C GA 130209 Cartersville, City of 5/1/2005 5/1/2016 7 15 5 C GA 130028 Catoosa County 5/1/2013 5/1/2013 8 10 5 C GA 130030 Chatham County 10/1/1991 5/1/2015 5 25 10 C GA 130424 Cherokee County 5/1/2005 5/1/2005 8 10 5 C GA 130052 Cobb County 10/1/1991 10/1/1997 8 10 5 C GA 130086 College Park, City of 10/1/1992 10/1/2002 6 20 10 C GA 130059 Columbia County 5/1/1999 5/1/2010 7 15 5 C Columbus Consolidated GA 135158 10/1/1991 10/1/1993 8 10 5 C Government GA 130144 Covington, City of 10/1/1993 10/1/1993 9 5 5 C GA 130298 Coweta County 5/1/2012 10/1/2018 9 5 5 C GA 130504 Crisp County 5/1/2005 5/1/2005 9 5 5 C GA 135159 Decatur, City of 10/1/1993 5/1/2015 7 15 5 C GA 130065 Dekalb County 10/1/1992 10/1/2008 7 15 5 C GA 130074 Dougherty County 10/1/1993 5/1/2010 6 20 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 17 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS GA 130216 Douglas, City of 5/1/2011 5/1/2011 9 5 5 C GA 130306 Douglas County 10/1/1995 10/1/2016 7 15 5 C GA 130098 Duluth, City of 10/1/1997 10/1/2008 8 10 5 C GA 130087 East Point, City of 10/1/2013 10/1/2013 7 15 5 C GA 130076 Effingham County 5/1/2013 5/1/2013 7 15 5 C GA 130432 Fayette County 5/1/2004 10/1/2009 6 20 10 C GA 130431 Fayetteville, City of 5/1/2006 10/1/2011 7 15 5 C GA 130042 Forest Park, City of 5/1/2012 5/1/2012 9 5 5 C GA 135160 Fulton County 5/1/2000 5/1/2018 10 0 0 R GA 135161 Garden City, City of 10/1/2013 10/1/2013 8 10 5 C GA 130092 Glynn County 10/1/1992 5/1/2013 7 15 5 C GA 130165 Griffin, City of 10/1/2008 5/1/2011 5 25 10 C GA 130322 Gwinnett County 10/1/1994 5/1/2015 7 15 5 C GA 130468 Henry County 5/1/2012 5/1/2012 8 10 5 C GA 130125 Hinesville, City of 5/1/2013 10/1/2018 6 20 10 C GA 130201 Jekyll Island, State Park Auth of 10/1/1993 5/1/2017 5 25 10 C GA 130678 John's Creek, City of 10/1/2013 10/1/2013 8 10 5 C GA 130044 Lake City, City of 5/1/2012 5/1/2012 9 5 5 C GA 130226 Marietta, City of 10/1/2013 10/1/2013 8 10 5 C GA 130130 McIntosh County 5/1/2018 5/1/2018 7 15 5 C GA 130045 Morrow, City of 5/1/2012 5/1/2012 9 5 5 C GA 130147 Paulding County 10/1/1991 10/1/1996 10 0 0 R GA 130078 Peachtree City, City of 10/1/1993 10/1/2003 7 15 5 C GA 130017 Pembroke, City of 5/1/2017 5/1/2017 9 5 5 C GA 130261 Pooler, City of 10/1/1993 10/1/2015 6 20 10 C GA 130056 Powder Springs, City of 10/1/2015 10/1/2015 6 20 10 C GA 130018 Richmond Hill, City of 5/1/2016 5/1/2016 7 15 5 C GA 130088 Roswell, City of 10/1/1991 10/1/1996 7 15 5 C GA 135163 Savannah, City of 10/1/1992 5/1/2016 5 25 10 C GA 130027 St. Marys, City of 5/1/2016 5/1/2016 7 15 5 C GA 130460 Thunderbolt, Town of 5/1/2015 5/1/2016 6 20 10 C GA 130171 Tifton, City of 10/1/2008 10/1/2008 8 10 5 C GA 135164 Tybee Island, City of 10/1/1993 5/1/2015 5 25 10 C GA 130025 Waynesboro, City of 10/1/1991 10/1/1997 10 0 0 R GA 130196 Worth County 5/1/2003 5/1/2003 9 5 5 C 5 C HI 155166 Hawaii County 5/1/2011 5/1/2011 8 10 5 C 5 C HI 150003 Maui County 10/1/1995 5/1/2018 7 15 5 C ID 160001 Ada County 10/1/1994 10/1/2013 6 20 10 C ID 160009 Bannock County 10/1/1994 10/1/1999 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 18 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS ID 165167 Blaine County 10/1/1994 5/1/2017 7 15 5 C ID 160002 Boise, City of 10/1/1991 5/1/2001 6 20 10 C ID 160206 Bonner County 10/1/2005 5/1/2011 8 10 5 C ID 160209 Caribou County 5/1/2006 5/1/2015 10 0 0 R ID 160003 Eagle, City of 5/1/2000 5/1/2000 6 20 10 C ID 160212 Elmore County 10/1/1994 10/1/2009 9 5 5 C ID 160004 Garden City, City of 10/1/1998 10/1/2013 8 10 5 C ID 160127 Gem County 5/1/2008 5/1/2008 9 5 5 C ID 160022 Hailey, City of 10/1/1992 10/1/2018 8 10 5 C ID 160131 Kellogg, City of 10/1/1992 5/1/2018 9 5 5 C ID 160023 Ketchum, City of 10/1/1992 10/1/2012 6 20 10 C ID 160076 Kootenai County 10/1/1992 10/1/2016 7 15 5 C ID 160180 Meridian, City of 5/1/2016 5/1/2016 8 10 5 C ID 160090 Moscow, City of 10/1/1994 10/1/2009 7 15 5 C ID 160058 Mountain Home, City of 10/1/1994 10/1/1999 8 10 5 C ID 160101 Nez Perce County 10/1/2001 5/1/2014 10 0 0 R ID 160012 Pocatello, City of 10/1/1994 10/1/1999 8 10 5 C ID 160114 Shoshone County 10/1/1994 10/1/2018 10 0 0 R ID 160024 Sun Valley, City of 10/1/1994 10/1/1999 8 10 5 C ID 160120 Twin Falls, City of 10/1/1994 5/1/2009 8 10 5 C ID 160220 Valley County 10/1/1994 5/1/2016 10 0 0 R 0 R IL 170001 Adams County 10/1/1996 10/1/2001 8 10 5 C 5 C IL 170198 Addison, Village of 10/1/1991 5/1/2012 6 20 10 C IL 170059 Bartlett, Village of 10/1/1991 10/1/2018 6 20 10 C IL 170072 Calumet City, City of 10/1/2000 5/1/2003 6 20 10 C IL 170298 Carbondale, City of 10/1/2002 10/1/2008 10 0 0 R IL 170322 Carpentersville, Village of 10/1/2006 10/1/2011 6 20 10 C IL 170026 Champaign, City of 5/1/2011 5/1/2016 5 25 10 C IL 170078 Country Club Hills, City of 10/1/1993 10/1/1994 8 10 5 C IL 170476 Crystal Lake, City of 5/1/2012 10/1/2018 7 15 5 C IL 170361 Deerfield, Village of 10/1/1995 5/1/2008 6 20 10 C IL 170182 DeKalb, City of 5/1/2005 10/1/2015 7 15 5 C IL 170081 Des Plaines, City of 10/1/1993 10/1/2003 7 15 5 C IL 170204 Downers Grove, Village of 10/1/1991 5/1/2014 6 20 10 C IL 170197 DuPage County 10/1/2018 10/1/2018 6 20 10 C IL 170091 Flossmoor, Village of 10/1/1993 5/1/2013 7 15 5 C IL 170207 Glen Ellyn, Village of 10/1/2011 10/1/2016 7 15 5 C IL 170206 Glendale Heights, Village of 10/1/1994 5/1/2016 7 15 5 C IL 170096 Glenview, Village of 10/1/2011 10/1/2017 5 25 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 19 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS IL 170365 Gurnee, Village of 10/1/2011 10/1/2013 6 20 10 C IL 170327 Hampshire, Village of 5/1/2011 5/1/2011 7 15 5 C IL 170367 Highland Park, City of 5/1/2015 5/1/2015 8 10 5 C IL 170107 Hoffman Estates, Village of 10/1/1992 5/1/2018 6 20 10 C IL 170312 Jersey County 5/1/2009 10/1/2012 5 25 10 C IL 170357 Lake County 10/1/2008 10/1/2011 6 20 10 C IL 170374 Lake Forest, City of 10/1/2014 10/1/2014 7 15 5 C IL 170481 Lake in the Hills, Village of 5/1/2008 10/1/2011 6 20 10 C IL 170400 LaSalle County 5/1/2005 5/1/2017 8 10 5 C IL 170116 Lansing, Village of 10/1/1993 10/1/2001 7 15 5 C IL 170378 Lincolnshire, Village of 10/1/1993 10/1/2003 5 25 10 C IL 170211 Lisle, Village of 10/1/1991 5/1/2014 5 25 10 C IL 170732 McHenry County 10/1/2011 5/1/2018 7 15 5 C IL 170125 Melrose Park, Village of 10/1/2015 10/1/2015 8 10 5 C IL 170469 Metropolis, City of 5/1/2016 5/1/2016 8 10 5 C IL 170127 Midlothian, Village of 5/1/2018 5/1/2018 7 15 5 C IL 170591 Moline, City of 10/1/2010 10/1/2010 8 10 5 C IL 170328 Montgomery, Village of 5/1/2015 5/1/2015 5 25 10 C IL 170129 Mount Prospect, Village of 10/1/1991 10/1/2017 6 20 10 C IL 170213 Naperville, City of 10/1/1991 10/1/1997 10 0 0 R IL 170130 Niles, Village of 10/1/2013 10/1/2013 6 20 10 C IL 170822 North Utica, Village of 5/1/2005 10/1/2009 10 0 0 R IL 170132 Northbrook, Village of 10/1/1994 5/1/2004 7 15 5 C IL 170133 Northfield, Village of 10/1/2016 10/1/2016 7 15 5 C IL 170214 Oak Brook, Village of 10/1/1992 10/1/1997 7 15 5 C IL 170525 Ogle County 5/1/2015 5/1/2015 7 15 5 C IL 170172 Orland Hills, Village of 10/1/1996 10/1/2002 5 25 10 C IL 170405 Ottawa, City of 10/1/2010 10/1/2010 5 25 10 C IL 175170 Palatine, Village of 10/1/1994 5/1/2004 7 15 5 C IL 170533 Peoria County 10/1/1992 5/1/2009 5 25 10 C IL 170919 Prospect Heights, City of 10/1/1994 10/1/2015 7 15 5 C IL 170151 River Forest, Village of 5/1/2012 5/1/2012 7 15 5 C IL 170387 Riverwoods, Village of 5/1/2007 5/1/2007 8 10 5 C IL 170582 Rock Island County 10/1/2006 10/1/2006 7 15 5 C IL 170448 Roxana, Village of 10/1/2011 10/1/2011 8 10 5 C IL 170912 Sangamon County 5/1/2000 10/1/2015 7 15 5 C IL 170332 South Elgin, Village of 10/1/2012 10/1/2012 5 25 10 C IL 170163 South Holland, Village of 10/1/1992 10/1/2002 5 25 10 C IL 170330 St. Charles, City of 10/1/1994 10/1/2011 5 25 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 20 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS IL 170616 St. Clair County 5/1/2016 5/1/2018 6 20 10 C IL 170333 Sugar Grove, Village of 10/1/2006 10/1/2011 6 20 10 C IL 170191 Sycamore, City of 5/1/2012 5/1/2012 7 15 5 C IL 170169 Tinley Park, Village of 10/1/2005 10/1/2016 7 15 5 C IL 170170 Westchester, Village of 10/1/2012 10/1/2012 8 10 5 C IL 170221 Wheaton, City of 5/1/2018 5/1/2018 6 20 10 C IL 170173 Wheeling, Village of 10/1/1991 5/1/2014 6 20 10 C IL 170687 Whiteside County 10/1/2007 10/1/2007 8 10 5 C IL 170222 Willowbrook, Village of 10/1/1991 5/1/2012 6 20 10 C IL 170176 Winnetka, Village of 5/1/2015 5/1/2015 6 20 10 C IL 170224 Wood Dale, City of 10/1/1999 10/1/2004 5 25 10 C IL 170488 Woodstock, City of 5/1/2011 5/1/2016 10 0 0 R 0 R IN 180302 Allen County 10/1/2002 10/1/2009 8 10 5 C 5 C IN 180150 Anderson, City of 5/1/2007 10/1/2012 9 5 5 C IN 180097 Andrews, Town of 5/1/2015 5/1/2017 8 10 5 C IN 180006 Bartholomew County 10/1/1993 10/1/2009 8 10 5 C IN 180289 Bluffton, City of 5/1/2015 5/1/2015 7 15 5 C IN 180026 Clarksville, Town of 5/1/2014 5/1/2017 8 10 5 C IN 180007 Columbus, City of 10/1/1998 10/1/2018 7 15 5 C IN 180001 Decatur, City of 10/1/1993 5/1/2018 7 15 5 C IN 180129 Dyer, Town of 10/1/2014 10/1/2014 9 5 5 C IN 180257 Evansville, City of 10/1/1999 10/1/2004 8 10 5 C IN 180003 Fort Wayne, City of 10/1/1991 5/1/2016 10 0 0 R IN 180080 Hamilton County 10/1/1991 5/1/2004 7 15 5 C IN 180419 Hancock County 10/1/2003 10/1/2016 7 15 5 C IN 180415 Hendricks County 5/1/2012 5/1/2012 8 10 5 C IN 180438 Huntington County 5/1/2015 5/1/2017 8 10 5 C IN 180094 Huntington, City of 5/1/2015 5/1/2017 8 10 5 C IN 180159 Indianapolis, City of 10/1/2007 10/1/2007 8 10 5 C IN 180027 Jeffersonville, City of 5/1/2014 5/1/2014 8 10 5 C IN 180093 Kokomo, City of 10/1/1995 10/1/1996 8 10 5 C IN 180121 Kosciusko, County of 10/1/1997 5/1/2018 9 5 5 C IN 180126 Lake County 10/1/2014 10/1/2017 10 0 0 R IN 180013 Lebanon, City of 10/1/2013 10/1/2017 7 15 5 C IN 180138 Merrillville, Town of 10/1/2014 10/1/2014 7 15 5 C IN 180382 Milford, Town of 10/1/1997 5/1/2018 9 5 5 C IN 180082 Noblesville, City of 10/1/1991 5/1/2017 7 15 5 C IN 180465 North Webster, Town of 10/1/1997 5/1/2018 9 5 5 C IN 180290 Ossian, Town of 5/1/2015 5/1/2015 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 21 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS IN 180096 Roanoke, Town of 5/1/2015 5/1/2017 8 10 5 C IN 180122 Syracuse, Town of 10/1/1997 5/1/2018 9 5 5 C IN 180256 Vanderburgh County 5/1/1999 5/1/1999 8 10 5 C IN 180293 Vera Cruz, Town of 5/1/2015 5/1/2015 7 15 5 C IN 180263 Vigo County 10/1/1995 10/1/2005 10 0 0 R IN 180095 Warren, Town of 5/1/2015 5/1/2017 8 10 5 C IN 180288 Wells County 5/1/2015 5/1/2015 8 10 5 C IN 180573 Zanesville, Town of 5/1/2018 5/1/2018 8 10 5 C 5 C IA 190017 Cedar Falls, City of 5/1/2014 5/1/2014 5 25 10 C IA 190187 Cedar Rapids, City of 5/1/2011 5/1/2014 6 20 10 C IA 190128 Charles City, City of 10/1/2018 10/1/2018 9 5 5 C IA 190488 Clive, City of 5/1/2018 5/1/2018 6 20 10 C IA 190169 Coralville, City of 5/1/2016 5/1/2016 7 15 5 C IA 190242 Davenport, City of 10/1/1995 5/1/2008 8 10 5 C IA 190227 Des Moines, City of 10/1/1991 5/1/2008 7 15 5 C IA 190171 Iowa City, City of 10/1/2011 5/1/2018 6 20 10 C IA 190601 Kalona, City of 5/1/2018 5/1/2018 9 5 5 C IA 190829 Linn County 5/1/2013 5/1/2013 8 10 5 C IA 190232 Pottawattamie County 10/1/2017 10/1/2017 9 5 5 C IA 190907 Story County 10/1/2016 10/1/2016 7 15 5 C KS 200126 Anthony, City of 5/1/2017 5/1/2017 7 15 5 C KS 200385 Assaria, City of 5/1/2014 5/1/2014 9 5 5 C KS 200864 Bel Aire, City of 5/1/2014 5/1/2014 8 10 5 C KS 200361 Bonner Springs, City of 10/1/2014 10/1/2016 7 15 5 C KS 200037 Butler County 10/1/2013 10/1/2013 8 10 5 C KS 200250 Carbondale, City of 10/1/1992 10/1/1996 10 0 0 R KS 200075 Chapman, City of 10/1/2013 10/1/2017 8 10 5 C KS 200232 Coffeyville, City of 5/1/2014 5/1/2014 9 5 5 C KS 200323 Derby, City of 10/1/2013 10/1/2013 8 10 5 C KS 200087 Douglas County 10/1/2013 5/1/2018 7 15 5 C KS 200095 Ellis, City of 10/1/2007 5/1/2014 8 10 5 C KS 200494 Florence, City of 5/1/2015 5/1/2015 9 5 5 C KS 200497 Galva, City of 5/1/2014 5/1/2014 9 5 5 C KS 200579 Geary County 10/1/2017 10/1/2017 8 10 5 C KS 200317 Gypsum, City of 10/1/2017 10/1/2017 9 5 5 C KS 200585 Harvey County 5/1/2012 10/1/2018 10 0 0 R KS 200096 Hayes, City of 10/1/1992 10/1/2003 10 0 0 R KS 200324 Haysville, City of 10/1/2013 10/1/2013 8 10 5 C KS 200002 Humboldt, City of 5/1/2017 5/1/2017 9 5 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 22 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS KS 200147 Jefferson County 5/1/2015 5/1/2015 7 15 5 C KS 200363 Kansas City, City of 5/1/2013 5/1/2013 6 20 10 C KS 200189 Lansing, City of 5/1/2011 10/1/2016 7 15 5 C KS 200090 Lawrence, City of 10/1/2004 10/1/2012 7 15 5 C KS 200168 Lenexa, City of 10/1/2011 5/1/2017 7 15 5 C KS 200215 Lindsborg, City of 10/1/1992 5/1/2009 8 10 5 C KS 200191 Linwood, City of 10/1/2013 10/1/2013 9 5 5 C KS 200201 Lyon County 10/1/2007 5/1/2017 8 10 5 C KS 200295 Lyons, City of 5/1/2012 10/1/2013 8 10 5 C KS 200300 Manhattan, City of 5/1/2013 5/1/2018 6 20 10 C KS 200133 Newton, City of 5/1/2015 5/1/2015 8 10 5 C KS 200173 Olathe, City of 10/1/1993 5/1/2009 8 10 5 C KS 200546 Overbrook, City of 10/1/2017 10/1/2017 8 10 5 C KS 200174 Overland Park, City of 10/1/2009 5/1/2015 7 15 5 C KS 200278 Pratt, City of 5/1/2017 5/1/2017 8 10 5 C KS 200303 Riley, City of 10/1/2018 10/1/2018 9 5 5 C KS 200298 Riley County 5/1/2015 5/1/2015 9 5 5 C KS 200177 Shawnee, City of 10/1/1991 5/1/2016 6 20 10 C KS 200331 Shawnee County 5/1/2011 10/1/2016 8 10 5 C KS 200335 Silver Lake, City of 5/1/2016 5/1/2016 9 5 5 C KS 205187 Topeka, City of 10/1/1992 10/1/2001 10 0 0 R KS 200327 Valley Center, City of 5/1/2013 10/1/2018 7 15 5C KS 200276 Wamego, City of 10/1/2012 10/1/2012 9 5 5 C 5 C KY 210017 Ashland, City of 10/1/1992 10/1/1997 10 0 0 R 0 R KY 210022 Augusta, City of 10/1/2018 10/1/2018 9 5 5 C KY 210334 Barren County 10/1/2013 10/1/2013 9 5 5 C KY 210008 Bath County 10/1/2017 10/1/2017 8 10 5 C KY 210010 Bell County 10/1/1994 10/1/1997 10 0 0 R KY 210156 Berea, City of 10/1/2015 10/1/2015 8 10 5 C KY 210219 Bowling Green, City of 10/1/1991 10/1/2006 7 15 5 C KY 210188 Butler, City of 5/1/2018 5/1/2018 7 15 5 C KY 210034 Campbell County 10/1/2015 10/1/2015 8 10 5 C KY 210227 Corbin, City of 10/1/1993 10/1/1994 10 0 0 R KY 210062 Daviess County 5/1/2003 5/1/2005 8 10 5 C KY 210189 Falmouth, City of 5/1/2018 5/1/2018 7 15 5 C KY 210075 Frankfort, City of 10/1/1992 5/1/2010 8 10 5 C KY 210280 Franklin County 10/1/1993 5/1/2013 8 10 5 C KY 210051 Grayson, City of 10/1/1992 10/1/1992 9 5 5 C KY 210109 Henderson, City of 10/1/2015 10/1/2015 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 23 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS KY 210286 Henderson County 10/1/2015 10/1/2015 10/1/2015 10/1/2015 8 10 5 C 5 C KY 210055 Hopkinsville, City of 10/1/1991 10/1/1996 10/1/1991 10/1/1996 10 0 0 R 0 0 R 0 0 R KY 210067 Lexington Fayette Urban County 10/1/1991 10/1/2007 10/1/1991 10/1/2007 7 15 5 C 5 C Louisville Jefferson County KY 210120 10/1/1991 10/1/2015 10/1/1991 10/1/2015 3 35 10 C Metro Government KY 210342 Madison County 5/1/2012 5/1/2012 5/1/2012 5/1/2012 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C KY 210250 Melbourne, City of 10/1/2015 10/1/2015 10/1/2015 10/1/2015 8 10 5 C 5 C KY 210039 Newport, City of 5/1/2018 5/1/2018 5/1/2018 5/1/2018 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C KY 210126 Nicholasville, City of 10/1/1991 10/1/1997 10/1/1991 10/1/1997 8 10 5 C 5 C KY 210063 Owensboro, City of 5/1/2003 5/1/2005 5/1/2003 5/1/2005 8 10 5 C 5 C KY 210127 Paintsville, City of 10/1/1992 10/1/1992 10/1/1992 10/1/1992 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C KY 210015 Paris, City of 10/1/2012 10/1/2012 10/1/2012 10/1/2012 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C KY 210297 Pendleton County 5/1/2018 5/1/2018 5/1/2018 5/1/2018 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C KY 210298 Pike County 10/1/1995 10/1/1995 10/1/1995 10/1/1995 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C KY 210193 Pikeville, City of 10/1/1992 10/1/1992 10/1/1992 10/1/1992 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C KY 210072 Prestonsburg, City of 10/1/1992 10/1/2009 10/1/1992 10/1/2009 10 0 0 R 0 0 R 0 0 R KY 210366 Radcliff, City of 10/1/1995 10/1/2011 10/1/1995 10/1/2011 8 10 5 C 5 C KY 210157 Richmond, City of 10/1/2015 10/1/2018 8 10 5C 5C KY 210203 Rowan County 10/1/1994 10/1/1994 10/1/1994 10/1/1994 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C KY 210009 Salt Lick, City of 10/1/2017 10/1/2018 8 10 5C 5C KY 210040 Silver Grove, City of 10/1/2015 10/1/2015 10/1/2015 10/1/2015 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C KY 210276 Southgate, City of 10/1/2015 10/1/2015 10/1/2015 10/1/2015 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C KY 210312 Warren County 10/1/1991 10/1/2011 10/1/1991 10/1/2011 8 10 5 C 5 C KY 210097 West Point, City of 10/1/1995 10/1/2000 10 0 0 R 0 0 R 0 0 R KY 210318 Woodlawn, City of 10/1/2015 10/1/2015 10/1/2015 10/1/2015 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C LA 220013 Ascension Parish 10/1/1992 5/1/2008 10/1/1992 5/1/2008 8 10 5 C 5 C LA 225193 Baker, City of 10/1/1991 5/1/2016 10/1/1991 5/1/2016 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C LA 220033 Bossier City, City of 10/1/1992 5/1/2018 10/1/1992 5/1/2018 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C LA 220361 Caddo Parish 10/1/1995 5/1/2017 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C LA 220037 Calcasieu Parish 10/1/1991 10/1/2007 10/1/1991 10/1/2007 8 10 5 C 5 C LA 220103 Carencro, City of 5/1/2009 5/1/2010 5/1/2009 5/1/2010 8 10 5 C 5 C LA 220060 Central, City of 5/1/2014 5/1/2014 5/1/2014 5/1/2014 8 10 5 C 5 C LA 220200 Covington, City of 10/1/2017 10/1/2017 10/1/2017 10/1/2017 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C LA 220116 Denham Springs, City of 10/1/1991 5/1/2012 10/1/1991 5/1/2012 8 10 5 C 5 C LA 220027 Deridder, City of 10/1/1995 5/1/2015 10/1/1995 5/1/2015 10 0 0 R 0 0 R 0 0 R LA 220058 East Baton Rouge Parish 10/1/1991 10/1/2016 10/1/1991 10/1/2016 7 15 5 C 5 C LA 220117 French Settlement, Village of 10/1/1992 10/1/2007 10/1/1992 10/1/2007 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C LA 220015 Gonzales, City of 10/1/1992 5/1/2012 10/1/1992 5/1/2012 8 10 5 C 5 C LA 225198 Gretna, City of 10/1/2000 5/1/2011 8 10 5 C 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 24 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS 225200 Harahan, City of 10/1/2008 10/1/2008 8 10 5 C LA 220220 Houma, City of 10/1/1992 10/1/2009 7 15 5 C LA 220371 Jean Lafitte, Town of 5/1/2015 5/1/2015 8 10 5 C LA 225199 Jefferson Parish 10/1/1992 5/1/2010 6 20 10 C LA 225201 Kenner, City of 10/1/1992 5/1/2009 7 15 5 C LA 220105 Lafayette, City of 10/1/2011 10/1/2011 8 10 5 C LA 220101 Lafayette Parish 10/1/2011 10/1/2011 8 10 5 C LA 225202 Lafourche Parish 1/1/1992 5/1/2004 10 0 0 R LA 220040 Lake Charles, City of 10/1/2004 10/1/2015 9 5 5 C LA 220113 Livingston Parish 10/1/1992 10/1/1992 9 5 5 C LA 220248 Lutcher, Town of 10/1/1992 10/1/2018 8 10 5C LA 220202 Mandeville, City of 10/1/1992 10/1/2018 6 20 10 C LA 220136 Monroe, City of 10/1/2003 10/1/2012 10 0 0 R LA 220196 Morgan City, City of 10/1/1991 5/1/2006 8 10 5 C LA 225203 New Orleans/Orleans Parish 10/1/1991 10/1/2001 8 10 5 C LA 220135 Ouachita Parish 10/1/2002 5/1/2008 9 5 5 C LA 220119 Port Vincent, Village of 10/1/1992 10/1/1997 10 0 0 R LA 220008 Rayne, City of 10/1/1991 10/1/1991 9 5 5 C LA 220347 Ruston, City of 10/1/1992 10/1/1992 9 5 5 C LA 220106 Scott, City of 10/1/2012 5/1/2018 9 5 5 C LA 220036 Shreveport, City of 10/1/1991 5/1/2017 8 10 5 C LA 220204 Slidell, City of 10/1/1992 5/1/2013 7 15 5 C LA 220016 Sorrento, Town of 10/1/1992 5/1/2008 9 5 5 C LA 220160 St. Charles Parish 10/1/1991 10/1/2007 8 10 5 C LA 220261 St. James Parish 10/1/1991 5/1/2012 7 15 5 C LA 220164 St. John The Baptist Parish 10/1/1994 5/1/2010 8 10 5 C LA 225205 St. Tammany Parish 10/1/1992 5/1/2011 7 15 5 C LA 220206 Tangipahoa Parish 10/1/1996 10/1/1996 9 5 5 C LA 225206 Terrebonne Parish 10/1/1992 10/1/2017 7 15 5 C LA 220121 Walker, Town of 10/1/1992 10/1/2013 8 10 5 C LA 220239 West Baton Rouge Parish 10/1/1993 10/1/1996 8 10 5 C LA 220094 Westwego, City of 10/1/2007 10/1/2007 8 10 5 C LA 220061 Zachary, City of 10/1/1992 10/1/2012 7 15 5 C 5 C ME 230191 Alfred, Town of 10/1/1991 10/1/1993 8 10 5 C 5 C ME 230208 Arrowsic, Town of 10/1/1993 10/1/2018 8 10 5C ME 230001 Auburn, City of 10/1/1992 10/1/1992 9 5 5 C ME 230043 Cape Elizabeth, Town of 10/1/1994 10/1/2015 8 10 5 C ME 230116 Dover-Foxcroft, Town of 10/1/2007 10/1/2007 9 5 5 C ME 230057 Farmington, Town of 10/1/1994 10/1/2015 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 25 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS ME 230018 Fort Fairfield, Town of 10/1/2002 10/1/2017 7 15 5 C ME 230209 Georgetown, Town of 10/1/2001 10/1/2008 10 0 0 R ME 230069 Hallowell, City of 10/1/1996 10/1/2009 10 0 0 R ME 230004 Lewiston, City of 10/1/1993 5/1/1997 8 10 5 C ME 230178 Norridgewock, City of 10/1/1997 10/1/2007 10 0 0 R ME 230632 Ogunquit, Town of 10/1/1992 5/1/2003 8 10 5 C ME 230153 Old Orchard Beach, Town of 10/1/1993 10/1/2009 8 10 5 C ME 230112 Old Town, City of 10/1/2005 10/1/2016 7 15 5 C ME 230120 Phippsburg, Town of 10/1/1993 10/1/2008 10 0 0 R ME 230051 Portland, City of 10/1/1993 5/1/2013 8 10 5 C ME 230155 Saco, City of 10/1/1992 10/1/1999 8 10 5 C ME 230128 Skowhegan, Town of 10/1/1991 10/1/2003 8 10 5 C ME 230157 South Berwick, Town of 10/1/1994 10/1/2015 7 15 5 C ME 230293 Southwest Harbor, Town of 10/1/1996 10/1/2002 9 5 5 C ME 230158 Wells, Town of 10/1/1991 10/1/2011 10 0 0 R ME 230159 York, Town of 10/1/2001 10/1/2017 7 15 5 C 5 C MD 240087 Baltimore, City of 5/1/2016 5/1/2016 5 25 10 C MD 240042 Bel Air, Town of 10/1/1993 5/1/2017 6 20 10 C MD 240011 Calvert County 5/1/2015 5/1/2015 8 10 5 C MD 240130 Caroline County 10/1/1996 5/1/2017 8 10 5 C MD 240015 Carroll County 10/1/2007 5/1/2018 7 15 5 C MD 240019 Cecil County 10/1/2013 10/1/2018 7 15 5C MD 240026 Dorchester County 10/1/2013 10/1/2013 8 10 5 C MD 240030 Frederick, City of 10/1/2012 10/1/2012 7 15 5 C MD 240040 Harford County 10/1/1991 10/1/2000 7 15 5 C MD 240043 Havre de Grace, City of 5/1/2009 5/1/2018 7 15 5 C MD 240044 Howard County 10/1/2007 5/1/2018 6 20 10 C MD 240012 North Beach, City of 1/1/1992 10/1/2008 10 0 0 R MD 245207 Ocean City, Town of 10/1/1992 5/1/2017 6 20 10 C MD 245208 Prince Georges County 10/1/1991 10/1/2001 5 25 10 C MD 240066 Talbot County 10/1/2014 10/1/2014 8 10 5 C MA 250286 Boston, City of 10/1/1992 10/1/1997 10 0 0 R MA 250233 Braintree, Town of 10/1/1992 5/1/2018 7 15 5 C MA 250003 Brewster, Town of 5/1/2018 5/1/2018 9 5 5 C MA 250186 Cambridge, City of 10/1/2015 10/1/2015 9 5 5 C MA 250004 Chatham, Town of 10/1/1992 10/1/1993 8 10 5 C MA 250006 Eastham, Town of 10/1/2017 10/1/2017 8 10 5 C MA 250082 Gloucester, City of 10/1/1992 10/1/1997 10 0 0 R MA 250008 Harwich, Town of 10/1/1995 10/1/2015 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 26 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS 250085 Haverhill, City of 10/1/1992 10/1/1992 9 5 5 C MA 250269 Hull, Town of 5/1/2008 10/1/2018 7 15 5 C MA 250273 Marshfield, Town of 10/1/2015 10/1/2015 9 5 5 C MA 250009 Mashpee, Town of 10/1/2017 10/1/2017 8 10 5 C MA 250167 Northampton, City of 5/1/2017 5/1/2017 8 10 5 C MA 250060 Norton, Town of 10/1/1991 10/1/1991 9 5 5 C MA 250010 Orleans, Town of 10/1/1993 10/1/2018 7 15 5C MA 250278 Plymouth, Town of 10/1/1991 10/1/1991 9 5 5 C MA 255218 Provincetown, Town of 10/1/2011 10/1/2011 9 5 5 C MA 255219 Quincy, City of 10/1/1993 10/1/2012 8 10 5 C MA 250103 Salisbury, Town of 5/1/2016 5/1/2016 8 10 5 C MA 250282 Scituate, Town of 10/1/1991 5/1/2017 7 15 5 C MA 250218 Tewksbury, Town of 10/1/1993 10/1/2009 10 0 0 R MA 250014 Wellfleet, Town of 5/1/2017 5/1/2017 8 10 5 C MA 250228 Winchester, Town of 10/1/2013 5/1/2018 7 15 5 C MA 250349 Worcester, City of 10/1/1995 10/1/1995 9 5 5 C 5 C MI 260213 Ann Arbor, City of 5/1/2017 10/1/2018 6 20 10 C MI 260142 Bedford, Township of 5/1/2002 5/1/2018 9 5 5 C MI 260467 Brooks Township 10/1/2011 10/1/2011 8 10 5 C MI 260473 Commerce, Township of 5/1/2003 10/1/2014 9 5 5 C MI 260221 Dearborn Heights, City of 10/1/1992 5/1/2008 7 15 5 C MI 260222 Detroit, City of 10/1/2017 10/1/2017 8 10 5 C MI 260172 Farmington Hills, City of 10/1/1994 10/1/1995 10 0 0 R MI 260657 Fraser, Township of 5/1/2003 5/1/2003 9 5 5 C MI 260226 Gibraltar, City of 10/1/1992 10/1/2002 8 10 5 C MI 260270 Grand Haven Charter Township 5/1/2018 5/1/2018 8 10 5 C MI 260118 Hamburg, Township of 10/1/1999 10/1/1999 8 10 5 C MI 260150 Luna Pier, City of 5/1/2002 5/1/2008 8 10 5 C MI 260140 Midland, City of 10/1/1992 10/1/2008 5 25 10 C MI 260175 Novi, City of 10/1/1999 10/1/1999 7 15 5 C MI 260185 Park, Township of 5/1/2003 5/1/2016 10 0 0 R MI 260109 Plainfield, Township of 5/1/2010 10/1/2016 9 5 5 C MI 260577 Portage, City of 10/1/1992 5/1/2008 8 10 5 C MI 260402 Richfield, Township of 5/1/2011 10/1/2016 9 5 5 C MI 260241 Rockwood, City of 5/1/2017 5/1/2017 8 10 5 C MI 260190 Saginaw, Charter Township of 10/1/2006 5/1/2017 7 15 5 C MI 260305 Saugatuck, City of 10/1/2006 5/1/2017 9 5 5 C MI 260126 Shelby, Charter Township of 10/1/2011 10/1/2011 7 15 5 C MI 260128 Sterling Heights, City of 10/1/1995 5/1/2005 7 15 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 27 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS MI 260243 Sumpter, Township of 10/1/1995 10/1/2004 10 0 0 R MI 260728 Taylor, City of 5/1/2003 10/1/2015 9 5 5 C MI 260503 Taymouth, Township of 5/1/2003 10/1/2009 8 10 5 C MI 260208 Vassar, City of 10/1/2006 10/1/2006 6 20 10 C MI 260285 Zilwaukee, City of 5/1/2004 5/1/2004 8 10 5 C 5 C MN 275228 Austin, City of 10/1/1991 5/1/2008 5 25 10 C MN 275233 Carver, City of 5/1/2016 5/1/2016 7 15 5 C MN 275236 East Grand Forks, City of 10/1/1991 10/1/1998 10 0 0 R MN 270162 Golden Valley, City of 10/1/2014 10/1/2014 7 15 5 C MN 270068 Granite Falls, City of 5/1/2013 5/1/2013 5 25 10 C MN 275240 Lake St. Croix Beach, City of 10/1/1995 10/1/2011 6 20 10 C MN 275243 Montevideo, City of 5/1/2010 5/1/2016 5 25 10 C MN 275244 Moorhead, City of 5/1/2010 5/1/2017 6 20 10 C MN 270307 Mower County 10/1/1995 5/1/2000 8 10 5 C MN 275246 Rochester, City of 10/1/1991 10/1/1996 10 0 0 R MN 270729 West St. Paul, City of 10/1/1991 10/1/1996 10 0 0 R MN 270519 Wilkin County 5/1/2017 5/1/2017 9 5 5 C MS 285251 Bay St. Louis, City of 10/1/1995 10/1/2000 7 15 5 C MS 285252 Biloxi, City of 10/1/1996 5/1/2013 5 25 10 C MS 280109 Canton, City of 10/1/2012 10/1/2012 9 5 5 C MS 280016 Cleveland, City of 10/1/1993 5/1/1999 8 10 5 C MS 280336 Dlberville, City of 10/1/2007 5/1/2013 6 20 10 C MS 280332 Gautier, City of 10/1/1994 10/1/2010 7 15 5 C MS 280179 Greenville, City of 10/1/1993 5/1/2015 9 5 5 C MS 285253 Gulfport, City of 10/1/1996 10/1/2016 7 15 5 C MS 285255 Harrison County 10/1/2003 5/1/2015 6 20 10 C MS 280053 Hattiesburg, City of 10/1/1994 5/1/2015 8 10 5 C MS 280292 Hernando, City of 10/1/2011 10/1/2011 9 5 5 C MS 280070 Hinds County 10/1/1993 10/1/1993 9 5 5 C MS 280072 Jackson, City of 10/1/1991 10/1/1996 8 10 5 C MS 285256 Jackson County 10/1/2011 10/1/2017 8 10 5 C MS 280304 Lamar County 10/1/2008 5/1/2012 8 10 5 C MS 280224 Lauderdale County 5/1/2015 5/1/2016 8 10 5 C MS 285257 Long Beach, City of 10/1/2000 10/1/2013 8 10 5 C MS 280229 Madison, City of 10/1/1996 10/1/2001 8 10 5 C MS 280096 Meridian, City of 10/1/1992 10/1/2018 9 5 5C MS 285259 Ocean Springs, City of 10/1/1992 5/1/2013 6 20 10 C MS 280094 Oxford, City of 5/1/2012 5/1/2012 8 10 5 C MS 280125 Panola County 5/1/2012 5/1/2017 9 5 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 28 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS MS 285260 Pascagoula, City of 10/1/2007 10/1/2015 7 15 5 C MS 285261 Pass Christian, City of 10/1/1993 5/1/2015 7 15 5 C MS 280129 Pearl River County 10/1/2012 10/1/2012 8 10 5 C MS 280130 Picayune, City of 5/1/2008 5/1/2008 8 10 5 C MS 280110 Ridgeland, City of 10/1/1994 5/1/2011 6 20 10 C MS 280124 Starkville, City of 5/1/2012 5/1/2012 9 5 5 C MS 280300 Stone County 10/1/2010 10/1/2015 9 5 5 C MS 280100 Tupelo, City of 5/1/2003 10/1/2015 9 5 5 C MS 280176 Vicksburg, City of 10/1/1993 10/1/2016 8 10 5 C MS 285262 Waveland, City of 10/1/1993 5/1/2018 8 10 5 C 5 C MO 290188 Arnold, City of 10/1/1991 5/1/2004 10 0 0 R 0 R MO 290169 Blue Springs, City of 10/1/2018 10/1/2018 9 5 5 C MO 290338 Brentwood, City of 5/1/2016 5/1/2016 9 5 5 C MO 290351 Ferguson, City of 10/1/1995 5/1/2001 10 0 0 R MO 290352 Florissant, City of 10/1/2013 10/1/2013 8 10 5 C MO 290223 Hannibal, City of 5/1/2011 10/1/2016 9 5 5 C MO 290172 Independence, City of 10/1/1991 5/1/2017 9 5 5 C MO 290173 Kansas City, City of 10/1/2009 5/1/2016 7 15 5 C MO 290362 Kirkwood, City of 10/1/1991 10/1/1996 10 0 0 R MO 290869 Lincoln County 5/1/2018 5/1/2018 7 15 5 C MO 290889 Maryland Heights, City of 10/1/2013 10/1/2017 7 15 5 C MO 290316 O'Fallon, City of 5/1/2017 5/1/2017 9 5 5 C MO 290475 Platte County 5/1/2009 5/1/2010 5 25 10 C MO 290315 St. Charles County 10/1/2001 5/1/2008 7 15 5 C MT 300009 Belt, Town of 10/1/1991 10/1/1992 8 10 5 C MT 300028 Bozeman, City of 10/1/1992 10/1/2009 8 10 5 C MT 300008 Cascade County 10/1/1991 5/1/2013 8 10 5 C MT 300108 Circle, Town of 10/1/1991 5/1/2015 10 0 0 R MT 300023 Flathead County 10/1/1993 10/1/2007 8 10 5 C MT 300027 Gallatin County 10/1/2015 10/1/2015 8 10 5 C MT 300010 Great Falls, City of 10/1/1991 10/1/2017 7 15 5 C MT 300038 Lewis and Clark County 10/1/1991 10/1/2002 8 10 5 C MT 300014 Miles City, City of 10/1/1991 5/1/2014 8 10 5 C MT 300049 Missoula, City of 10/1/1991 5/1/2002 8 10 5 C MT 300048 Missoula County 10/1/1991 10/1/2017 7 15 5 C MT 300029 Three Forks, Town of 10/1/1993 10/1/1998 8 10 5 C MT 300142 Yellowstone County 5/1/2003 5/1/2003 8 10 5 C NE 310187 DeWitt, Village of 5/1/2011 10/1/2017 10 0 0 R NE 310069 Fremont, City of 10/1/1991 10/1/2016 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 29 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS NE 315273 Lincoln, City of 10/1/1991 5/1/2015 5 25 10 C NE 315274 Omaha, City of 5/1/2012 10/1/2017 7 15 5 C NE 315275 Papillion, City of 10/1/2010 5/1/2016 7 15 5 C NE 310206 Scottsbluff, City of 10/1/2018 10/1/2018 9 5 5 C NE 310078 Valley, City of 10/1/2008 10/1/2008 8 10 5 C 5 C NV 320001 Carson City, City of 10/1/1994 10/1/2009 6 20 10 C NV 320003 Clark County 10/1/1992 5/1/2008 6 20 10 C NV 320008 Douglas County 10/1/1993 10/1/2004 6 20 10 C NV 320005 Henderson, City of 10/1/1991 10/1/2013 5 25 10 C NV 320013 Lander County 10/1/2012 10/1/2017 10 0 0 R NV 325276 Las Vegas, City of 10/1/1991 10/1/2013 5 25 10 C NV 320035 Mesquite, City of 10/1/2002 5/1/2007 7 15 5 C NV 320007 North Las Vegas, City of 10/1/1991 5/1/2008 6 20 10 C NV 320033 Storey County 10/1/1994 10/1/1999 8 10 5 C NV 320019 Washoe County 5/1/2009 5/1/2009 7 15 5 C NH 330023 Keene, City of 5/1/2002 5/1/2008 8 10 5 C NH 330024 Marlborough, Town of 10/1/1994 10/1/1994 9 5 5 C NH 330097 Nashua, City of 5/1/2017 5/1/2017 8 10 5 C NH 330101 Peterborough, Town of 5/1/2004 5/1/2004 8 10 5 C NH 330141 Rye, Town of 5/1/2005 10/1/2010 10 0 0 R NH 330028 Winchester, Town of 5/1/2002 5/1/2002 9 5 5 C NJ 340312 Aberdeen, Township of 5/1/2010 10/1/2015 8 10 5 C NJ 340001 Absecon, City of 10/1/2014 10/1/2014 8 10 5 C NJ 345278 Atlantic City, City of 10/1/1992 5/1/2018 6 20 10 C NJ 345279 Avalon, Borough of 10/1/1996 10/1/2013 5 25 10 C NJ 340287 Avon-by-the-Sea, Borough of 10/1/2016 10/1/2016 6 20 10 C NJ 340396 Barnegat, Township of 5/1/2014 5/1/2014 7 15 5 C NJ 345280 Barnegat Light, Borough of 10/1/1992 10/1/2001 8 10 5 C NJ 345281 Bay Head, Borough of 10/1/1993 10/1/2013 6 20 10 C NJ 345282 Beach Haven, Borough of 10/1/1991 10/1/2013 5 25 10 C NJ 340427 Bedminster, Township of 10/1/1996 5/1/2007 6 20 10 C NJ 345283 Belmar, Borough of 5/1/2015 5/1/2015 6 20 10 C NJ 340369 Berkeley, Township of 10/1/1992 10/1/2013 6 20 10 C NJ 340459 Berkeley Heights, Township of 10/1/1994 5/1/1999 10 0 0 R NJ 340428 Bernards, Township of 10/1/2010 5/1/2017 7 15 5 C NJ 340178 Bloomfield, Township of 10/1/1992 10/1/1997 10 0 0 R NJ 345284 Bloomingdale, Borough of 10/1/2016 10/1/2016 8 10 5 C NJ 340289 Bradley Beach, Borough of 10/1/1995 10/1/2000 7 15 5 C NJ 345285 Brick, Township of 5/1/2017 5/1/2017 6 20 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 30 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS NJ 345286 Brigantine, City of 10/1/1992 10/1/2015 5 25 10 C NJ 345287 Burlington, City of 5/1/1998 10/1/2018 7 15 5 C NJ 345288 Cape May City, City of 10/1/1994 10/1/2013 6 20 10 C NJ 345289 Cape May Point, Borough of 10/1/1993 10/1/2013 6 20 10 C NJ 345291 Cranford Township 10/1/2016 10/1/2016 7 15 5 C NJ 345292 Denville, Township of 10/1/2011 5/1/2016 6 20 10 C NJ 340026 Dumont, Borough of 10/1/2017 10/1/2017 9 5 5 C NJ 340007 Egg Harbor, Township of 10/1/2017 10/1/2017 5 25 10 C NJ 340031 Englewood, City of 10/1/1991 10/1/2001 10 0 0 R NJ 345295 Fairfield, Township of 5/1/2013 5/1/2013 6 20 10 C NJ 340434 Franklin, Township of 5/1/2010 5/1/2015 6 20 10 C NJ 340037 Garfield, City of 5/1/2012 10/1/2014 10 0 0 R NJ 340204 Greenwich, Township of 5/1/2007 5/1/2007 9 5 5 C NJ 340246 Hamilton, Township of 10/1/1992 10/1/2018 7 15 5 C NJ 345296 Harvey Cedars, Borough of 10/1/1991 10/1/1999 8 10 5 C NJ 340298 Hazlet, Township of 5/1/2011 10/1/2013 6 20 10 C NJ 340303 Keansburg, Borough of 5/1/2015 5/1/2015 7 15 5 C NJ 340376 Lacey, Township of 10/1/1992 10/1/1993 10 0 0 R NJ 340237 Lambertville, City of 5/1/2012 5/1/2017 7 15 5 C NJ 340379 Lavallette, Borough of 5/1/2004 10/1/2013 6 20 10 C NJ 345300 Lincoln Park, Borough of 5/1/2016 5/1/2016 5 25 10 C NJ 340467 Linden, City of 10/1/1991 10/1/2002 8 10 5 C NJ 340011 Linwood, City of 10/1/2014 10/1/2014 7 15 5 C NJ 340380 Little Egg Harbor, Township of 5/1/2018 5/1/2018 6 20 10 C NJ 340401 Little Falls, Township of 5/1/2010 5/1/2016 6 20 10 C NJ 340046 Little Ferry, Borough of 10/1/2015 10/1/2015 7 15 5 C NJ 340047 Lodi, Borough of 10/1/1992 10/1/1993 10 0 0 R NJ 345301 Long Beach, Township of 10/1/1992 10/1/2013 5 25 10 C NJ 340307 Long Branch, City of 5/1/2018 5/1/2018 7 15 5 C NJ 340356 Long Hill, Township of 10/1/2017 10/1/2017 7 15 5 C NJ 345302 Longport, Borough of 10/1/1995 10/1/2013 5 25 10 C NJ 340153 Lower, Township of 10/1/2018 10/1/2018 7 15 5 C NJ 345303 Manasquan, Borough of 10/1/1992 5/1/2018 5 25 10 C NJ 340383 Mantoloking, Borough of 10/1/1992 10/1/2013 5 25 10 C NJ 340437 Manville, Borough of 10/1/2014 10/1/2014 7 15 5 C NJ 345304 Margate City, City of 10/1/1992 10/1/2013 5 25 10 C NJ 340313 Middletown, Township of 5/1/2012 10/1/2013 6 20 10 C NJ 340315 Monmouth Beach, Borough of 10/1/2017 10/1/2017 8 10 5 C NJ 340188 Montclair, Township of 10/1/1994 10/1/1995 10 0 0 R 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 31 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS NJ 340517 Mullica, Township of 10/1/1994 5/1/2008 10 0 0 R NJ 340209 National Park, Borough of 10/1/2012 10/1/2017 8 10 5 C NJ 340317 Neptune, Township of 5/1/2015 5/1/2015 6 20 10 C New Jersey Sports and NJ 340570 10/1/1992 5/1/2009 7 15 5 C Exposition Authority NJ 345307 North Plainfield, Borough of 10/1/1992 10/1/2009 8 10 5 C NJ 345308 North Wildwood, City of 10/1/2000 5/1/2017 6 20 10 C NJ 345309 Oakland, Borough of 5/1/2017 5/1/2017 7 15 5 C NJ 345310 Ocean City, City of 10/1/1992 5/1/2016 5 25 10 C NJ 340518 Ocean, Township of 5/1/2014 5/1/2014 6 20 10 C NJ 340319 Ocean Township 10/1/2017 10/1/2017 8 10 5 C NJ 340320 Oceanport, Borough of 5/1/2010 10/1/2015 7 15 5 C NJ 340110 Palmyra, Borough of 10/1/2009 5/1/2015 7 15 5 C 10/1/1991 5/1/2009 10 0 0 R NJ 340355 Parsippany-Troy Hills, Township of NJ 340512 Pennsville, Township of 10/1/2016 10/1/2016 8 10 5 C NJ 345311 Pequannock, Township of 10/1/1991 10/1/2016 5 25 10 C NJ 340272 Perth Amboy, City of 10/1/2017 10/1/2017 9 5 5 C NJ 345312 Plainfield, City of 10/1/1991 10/1/1998 10 0 0 R NJ 340015 Pleasantville, City of 10/1/2014 10/1/2014 7 15 5 C NJ 345313 Point Pleasant, Borough of 10/1/1993 10/1/2015 7 15 5 C NJ 340388 Point Pleasant Beach, Borough of 10/1/1992 10/1/2015 6 20 10 C NJ 345528 Pompton Lakes, Borough of 10/1/1991 5/1/2013 5 25 10 C NJ 345314 Rahway, City of 10/1/1992 10/1/2018 7 15 5 C NJ 340067 Ridgewood, Village of 10/1/1992 10/1/2018 6 20 10 C NJ 340359 Riverdale, Borough of 10/1/1994 5/1/2014 8 10 5 C 10/1/2006 10/1/2006 8 10 5 C NJ 340070 Rochelle Park, Township of NJ 340472 Roselle, Borough of 10/1/1992 5/1/2013 7 15 5 C NJ 340473 Roselle Park, Borough of 10/1/2015 10/1/2015 8 10 5 C NJ 340474 Scotch Plains, Township of 10/1/1994 10/1/1995 10 0 0 R NJ 345317 Sea Bright, Borough of 10/1/1992 10/1/2018 6 20 10 C NJ 345318 Sea Isle City, City of 10/1/1992 5/1/2018 3 35 10 C NJ 340389 Seaside Heights, Borough of 5/1/2017 5/1/2017 8 10 5 C NJ 345319 Seaside Park, Borough of 10/1/1992 5/1/2017 7 15 5 C NJ 345320 Ship Bottom, Borough of 10/1/1992 5/1/2009 7 15 5 C NJ 340017 Somers Point, City of 5/1/2018 5/1/2018 6 20 10 C NJ 340280 South River, Borough of 10/1/2014 10/1/2014 6 20 10 C NJ 340329 Spring Lake, Borough of 10/1/1994 5/1/2014 6 20 10 C 10/1/1991 10/1/2013 5 25 10 C NJ 340393 Stafford, Township of NJ 345323 Stone Harbor, Borough of 10/1/1994 5/1/2014 5 25 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 32 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS NJ 345324 Surf City, Borough of 10/1/1992 5/1/2018 6 20 10 C NJ 345293 Toms River, Township of 10/1/1992 10/1/2018 7 15 5 C NJ 340395 Tuckerton, Borough of 10/1/1993 10/1/1998 10 0 0 R NJ 340331 Union Beach, Borough of 10/1/2003 10/1/2016 6 20 10 C NJ 340159 Upper, Township of 10/1/2011 5/1/2017 5 25 10 C NJ 345326 Ventnor City, City of 10/1/1992 5/1/2018 5 25 10 C NJ 340446 Warren, Township of 5/1/2010 5/1/2015 8 10 5 C NJ 345327 Wayne, Township of 10/1/1991 5/1/2015 7 15 5 C NJ 345328 West Wildwood, Borough of 10/1/1993 10/1/2005 10 0 0 R NJ 340081 Westwood, Borough of 10/1/2016 10/1/2016 8 10 5 C NJ 345329 Wildwood, City of 5/1/2016 5/1/2018 5 25 10 C NJ 345330 Wildwood Crest, Borough of 10/1/1993 5/1/2014 6 20 10 C NJ 345331 Woodbridge, Township of 10/1/1992 10/1/1997 10 0 0 R NJ 340412 Woodland Park, Borough of 10/1/2016 10/1/2016 8 10 5 C 5 C NM 350045 Alamogordo, City of 10/1/1991 10/1/1991 9 5 5 C 5 C NM 350002 Albuquerque, City of 10/1/1993 5/1/2013 8 10 5 C NM 350001 Bernalillo County 10/1/1993 5/1/2013 8 10 5 C NM 350010 Clovis, City of 10/1/1991 10/1/2013 8 10 5 C NM 350012 Dona Ana County 10/1/2003 10/1/2008 8 10 5 C NM 350067 Farmington, City of 10/1/1991 5/1/2017 8 10 5 C NM 350029 Hobbs, City of 10/1/1992 5/1/2008 8 10 5 C NM 355332 Las Cruces, City of 10/1/1991 10/1/2008 6 20 10 C NM 350054 Portales, City of 10/1/1995 10/1/1995 9 5 5 C NM 350006 Roswell, City of 10/1/1992 10/1/1992 9 5 5 C NM 350064 San Juan County 5/1/2008 10/1/2012 8 10 5 C NY 360226 Amherst, Town of 10/1/1995 10/1/2015 8 10 5 C NY 360147 Ashland, Town of 10/1/1991 5/1/2008 9 5 5 C NY 360790 Babylon, Town of 10/1/1992 10/1/1993 10 0 0 R NY 360279 Batavia, City of 10/1/2016 10/1/2016 7 15 5 C NY 360988 Bayville, Village of 10/1/1992 10/1/2003 8 10 5 C NY 360148 Big Flats, Town of 10/1/1991 10/1/1996 8 10 5 C NY 361342 Brightwaters, Village of 10/1/1993 10/1/1998 10 0 0 R NY 360570 Camillus, Town of 10/1/1996 10/1/2001 10 0 0 R NY 360597 Canandaigua, City of 10/1/2016 10/1/2016 8 10 5 C NY 361055 Catlin, Town of 10/1/1991 10/1/1997 10 0 0 R NY 360149 Chemung, Town of 10/1/1991 5/1/2008 9 5 5 C NY 360040 Chenango, Town of 5/1/2016 5/1/2016 9 5 5 C NY 360772 Corning, City of 10/1/1991 5/1/2008 9 5 5 C NY 361336 East Fishkill, Town of 10/1/2015 10/1/2015 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 33 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS NY 360463 East Rockaway, Village of 10/1/1992 10/1/1992 10/1/1992 10/1/1992 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C NY 360150 Elmira, City of 10/1/1991 5/1/1997 10/1/1991 5/1/1997 8 10 5 C 5 C NY 360151 Elmira, Town of 10/1/1991 10/1/2016 10/1/1991 10/1/2016 10 0 0 R 0 0 R 0 0 R NY 360774 Erwin, Town of 10/1/1991 5/1/2008 10/1/1991 5/1/2008 8 10 5 C 5 C NY 361194 Esperance, Town of 10/1/2010 10/1/2010 10/1/2010 10/1/2010 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C NY 360197 Fleischmanns, Village of 5/1/2015 5/1/2015 5/1/2015 5/1/2015 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C NY 360464 Freeport, Village of 10/1/1992 10/1/2009 10/1/1992 10/1/2009 7 15 5 C 5 C NY 360466 Great Neck Estates, Village of 10/1/2010 5/1/2017 10 0 0 R 0 0 R 0 0 R NY 360417 Greece, Town of 10/1/1992 5/1/2018 10/1/1992 5/1/2018 6 20 10 C NY 360912 Harrison, Town of 10/1/2014 10/1/2014 10/1/2014 10/1/2014 8 10 5 C 5 C NY 360777 Hornellsville, Town of 10/1/1991 10/1/1992 10/1/1991 10/1/1992 10 0 0 R 0 0 R 0 0 R NY 360153 Horseheads, Town of 10/1/1991 10/1/1991 10/1/1991 10/1/1991 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C NY 360154 Horseheads, Village of 10/1/1991 10/1/1991 10/1/1991 10/1/1991 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C NY 360308 Ilion, Village of 10/1/2000 10/1/2017 10 0 0 R 0 0 R 0 0 R NY 360047 Johnson City, Village of 10/1/1991 10/1/1991 10/1/1991 10/1/1991 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C NY 360247 Lackawanna, City of 5/1/2003 10/1/2015 5/1/2003 10/1/2015 10 0 0 R 0 0 R 0 0 R NY 360476 Lawrence, Village of 10/1/1992 5/1/2013 10/1/1992 5/1/2013 10 0 0 R 0 0 R 0 0 R NY 365338 Long Beach, City of 10/1/2009 5/1/2016 10/1/2009 5/1/2016 7 15 5 C 5 C NY 360916 Mamaroneck, Village of 10/1/2014 10/1/2014 10/1/2014 10/1/2014 8 10 5 C 5 C NY 360208 Margaretville, Village of 5/1/2015 5/1/2015 5/1/2015 5/1/2015 8 10 5 C 5 C NY 360209 Middletown, Town of 5/1/2015 5/1/2015 5/1/2015 5/1/2015 7 15 5 C 5 C NY 360118 Moravia, Village of 5/1/2009 5/1/2009 5/1/2009 5/1/2009 8 10 5 C 5 C NY 360506 Niagara Falls, City of 10/1/1992 10/1/2002 10/1/1992 10/1/2002 8 10 5 C 5 C NY 360801 Northport, Village of 10/1/1994 10/1/2008 10/1/1994 10/1/2008 10 0 0 R 0 0 R 0 0 R NY 360667 Oneonta, City of 10/1/1994 5/1/2011 10/1/1994 5/1/2011 10 0 0 R 0 0 R 0 0 R NY 360780 Pulteney, Town of 10/1/1991 10/1/1993 10/1/1991 10/1/1993 10 0 0 R 0 0 R 0 0 R NY 360932 Scarsdale, Village of 10/1/1993 10/1/1998 10/1/1993 10/1/1998 8 10 5 C 5 C NY 365342 Southampton, Town of 10/1/1995 5/1/2013 10/1/1995 5/1/2013 10 0 0 R 0 0 R 0 0 R NY 365343 Southampton, Village of 10/1/1992 10/1/1993 10/1/1992 10/1/1993 10 0 0 R 0 0 R 0 0 R NY 360156 Southport, Town of 10/1/1991 5/1/2017 8 10 5 C 5 C NY 360694 Suffern, Village of 5/1/2018 5/1/2018 5/1/2018 5/1/2018 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C NY 360595 Syracuse, City of 10/1/1993 10/1/2016 10/1/1993 10/1/2016 7 15 5 C 5 C NY 360056 Union, Town of 10/1/1991 10/1/2008 10/1/1991 10/1/2008 8 10 5 C 5 C NY 361057 Veteran, Town of 10/1/1991 10/1/1996 10/1/1991 10/1/1996 10 0 0 R 0 0 R 0 0 R NY 360215 Walton, Town of 10/1/2016 10/1/2016 10/1/2016 10/1/2016 8 10 5 C 5 C NY 360216 Walton, Village of 10/1/2016 10/1/2016 10/1/2016 10/1/2016 8 10 5 C 5 C NY 360157 Wellsburg, Village of 10/1/1991 10/1/1991 10/1/1991 10/1/1991 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C NC 370404 Alliance, Town of 10/1/1992 10/1/1992 10/1/1992 10/1/1992 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C NC 370032 Asheville, City of 10/1/2014 10/1/2014 10/1/2014 10/1/2014 8 10 5 C 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 34 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS NC 370044 Atlantic Beach, Town of 10/1/1992 10/1/1993 8 10 5 C NC 370183 Bayboro, Town of 10/1/1992 10/1/1992 9 5 5 C NC 375346 Beaufort, City of 10/1/1994 5/1/2017 7 15 5 C NC 370015 Belhaven, Town of 10/1/1993 10/1/2013 7 15 5 C NC 370253 Boone, Town of 10/1/1991 10/1/2000 7 15 5 C NC 370231 Brevard, City of 10/1/1992 10/1/2007 8 10 5 C NC 370295 Brunswick County 5/1/2018 5/1/2018 8 10 5 C NC 370036 Cabarrus County 10/1/1991 5/1/2007 8 10 5 C NC 370039 Caldwell County 5/1/2000 5/1/2000 9 5 5 C NC 370042 Camden County 5/1/2017 5/1/2017 7 15 5 C NC 370046 Cape Carteret, Town of 10/1/1993 10/1/2003 8 10 5 C NC 375347 Carolina Beach, Town of 10/1/1993 10/1/2018 6 20 10 C NC 370043 Carteret County 10/1/1991 5/1/2017 7 15 5 C NC 370238 Cary, Town of 10/1/1992 10/1/1996 10 0 0 R NC 370391 Caswell Beach, Town of 10/1/1994 10/1/2018 6 20 10 C NC 370465 Cedar Point, Town of 10/1/1992 10/1/2018 9 5 5C NC 370159 Charlotte, City of 10/1/1991 5/1/2017 4 30 10 C NC 370059 Cherokee County 5/1/2013 5/1/2013 9 5 5 C NC 370263 Clinton, City of 10/1/1994 5/1/2009 8 10 5 C NC 370037 Concord, City of 10/1/1993 10/1/2003 8 10 5 C NC 370072 Craven County 10/1/1991 10/1/2001 8 10 5 C NC 370443 Creswell, Town of 10/1/1994 10/1/1999 8 10 5 C NC 370076 Cumberland County 10/1/1996 10/1/2010 8 10 5 C NC 370078 Currituck County 10/1/1993 5/1/2008 8 10 5 C NC 375348 Dare County 10/1/1991 5/1/2017 7 15 5 C NC 370632 Duck, Town of 10/1/2011 10/1/2011 7 15 5 C NC 370086 Durham, City of 5/1/2014 5/1/2014 8 10 5 C NC 370085 Durham County 10/1/1992 10/1/2008 8 10 5 C NC 370062 Edenton, Town of 10/1/1993 10/1/2013 8 10 5 C NC 370047 Emerald Isle, Town of 10/1/1993 10/1/2003 7 15 5 C NC 370190 Farmville, Town of 10/1/2004 5/1/2017 7 15 5 C NC 375349 Forsyth County 10/1/1993 5/1/2008 8 10 5 C NC 370099 Gaston County 10/1/2011 10/1/2017 8 10 5 C NC 370100 Gastonia, City of 10/1/2018 10/1/2018 9 5 5 C NC 370255 Goldsboro, City of 10/1/1993 5/1/2003 8 10 5 C NC 375351 Greensboro, City of 5/1/2009 5/1/2009 8 10 5 C NC 370191 Greenville, City of 10/1/1992 10/1/2007 7 15 5 C NC 370192 Grifton, Town of 10/1/2004 5/1/2017 7 15 5 C NC 370111 Guilford County 10/1/1993 10/1/2018 7 15 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 35 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS NC 370265 Havelock, City of 10/1/1995 10/1/1999 8 10 5 C NC 375352 Holden Beach, Town of 10/1/1991 10/1/1992 8 10 5 C NC 370133 Hyde County 10/1/1992 10/1/1992 9 5 5 C NC 370178 Jacksonville, City of 10/1/1991 5/1/2016 7 15 5 C NC 375353 Kill Devil Hills, City of 10/1/1991 10/1/2011 6 20 10 C NC 370145 Kinston, City of 10/1/1994 5/1/2018 7 15 5 C NC 370439 Kitty Hawk, Town of 10/1/1991 10/1/2002 6 20 10 C NC 370170 Kure Beach, Town of 5/1/2015 5/1/2015 8 10 5 C NC 370144 Lenoir County 10/1/1994 5/1/2018 8 10 5 C NC 370081 Lexington, City of 10/1/1993 5/1/2008 7 15 5 C NC 375355 Manteo, Town of 10/1/1991 10/1/2016 7 15 5 C NC 370158 Mecklenburg County 10/1/1991 5/1/2006 6 20 10 C NC 370418 Minnesott Beach, Town of 10/1/1992 10/1/1992 9 5 5 C NC 370048 Morehead City, Town of 10/1/1992 10/1/2018 7 15 5 C NC 375356 Nags Head, Town of 10/1/1991 10/1/2001 6 20 10 C NC 370167 Nashville, Town of 10/1/1994 5/1/2005 8 10 5 C NC 370074 New Bern, City of 10/1/1992 5/1/2004 10 0 0 R NC 370168 New Hanover County 10/1/1991 10/1/2018 7 15 5 C NC 370049 Newport, Town of 10/1/1992 10/1/2007 8 10 5 C NC 370466 North Topsail Beach, Town of 10/1/1992 5/1/2017 5 25 10 C NC 370523 Oak Island, Town of 10/1/1991 10/1/2018 7 15 5C NC 375357 Ocean Isle Beach, Town of 10/1/1992 5/1/2008 8 10 5 C NC 370340 Onslow County 10/1/2015 10/1/2015 7 15 5 C NC 370342 Orange County 10/1/2011 5/1/2017 6 20 10 C NC 370279 Oriental, Town of 10/1/1992 10/1/2012 8 10 5 C NC 370181 Pamlico County 10/1/1992 10/1/2012 8 10 5 C NC 370267 Pine Knoll Shores, Town of 10/1/1992 5/1/2013 6 20 10 C NC 370160 Pineville, Town of 10/1/1991 5/1/2006 6 20 10 C NC 370372 Pitt County 10/1/2002 10/1/2018 8 10 5C NC 370249 Plymouth, Town of 10/1/1994 10/1/1999 8 10 5 C NC 370243 Raleigh, City of 10/1/1991 10/1/2014 10 0 0 R NC 370432 River Bend, Town of 5/1/2010 5/1/2010 8 10 5 C NC 370092 Rocky Mount, City of 10/1/1992 5/1/2013 6 20 10 C NC 370421 Roper, Town of 10/1/1994 10/1/1999 8 10 5 C NC 370220 Sampson County 10/1/1994 10/1/1999 10 0 0 R NC 370430 Southern Shores, Town of 10/1/1992 5/1/2017 6 20 10 C NC 370028 Southport, City of 10/1/1991 10/1/2005 8 10 5 C NC 370437 Stonewall, Town of 10/1/1992 10/1/1992 9 5 5 C NC 375359 Sunset Beach, Town of 10/1/1991 10/1/2016 7 15 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 36 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS NC 370094 Tarboro, Town of 10/1/2006 10/1/2011 7 15 5 C NC 370187 Topsail Beach, Town of 10/1/1992 5/1/2015 5 25 10 C NC 370438 Vandemere, Town of 10/1/1992 10/1/2012 8 10 5 C NC 370368 Wake County 10/1/1991 10/1/1996 10 0 0 R NC 370435 Walnut Creek, Village of 10/1/2014 10/1/2014 8 10 5 C NC 370017 Washington, City of 10/1/1992 5/1/2012 7 15 5 C NC 370247 Washington County 10/1/1994 10/1/1999 8 10 5 C NC 370268 Washington Park, Town of 10/1/1992 10/1/2007 8 10 5 C NC 370251 Watauga County 10/1/1991 10/1/1991 9 5 5 C NC 370254 Wayne County 10/1/1993 10/1/2018 8 10 5 C NC 370464 Whispering Pines, Village of 10/1/1991 10/1/1996 10 0 0 R NC 370071 Whiteville, City of 10/1/1996 10/1/2005 8 10 5 C NC 370270 Wilson, City of 10/1/1991 5/1/2016 5 25 10 C NC 375360 Winston-Salem, City of 10/1/1993 5/1/2008 8 10 5 C NC 370193 Winterville, Town of 10/1/1993 10/1/1997 10 0 0 R NC 375361 Wrightsville Beach, Town of 10/1/1991 10/1/2014 7 15 5 C 5 C ND 380149 Bismarck, City of 10/1/2017 10/1/2017 8 10 5 C 5 C ND 380141 Burlington, City of 5/1/2017 5/1/2017 8 10 5 C ND 380650 Burlington Township 5/1/2017 5/1/2017 8 10 5 C ND 380142 Carpio, City of 5/1/2017 5/1/2017 9 5 5 C ND 380117 Dickinson, City of 5/1/2018 5/1/2018 9 5 5 C ND 380143 Donnybrook, City of 5/1/2017 5/1/2017 9 5 5 C ND 385364 Fargo, City of 5/1/2006 10/1/2017 5 25 10 C ND 385365 Grand Forks, City of 10/1/1991 10/1/2001 5 25 10 C ND 385367 Minot, City of 10/1/2016 5/1/2017 8 10 5 C ND 380145 Sawyer, City of 5/1/2017 5/1/2017 9 5 5 C ND 380002 Valley City, City of 5/1/2017 5/1/2017 9 5 5 C ND 385370 Ward County 5/1/2017 5/1/2017 7 15 5 C OH 390183 Delta, Village of 10/1/1992 10/1/2016 8 10 5 C OH 390038 Fairfield, City of 10/1/1993 10/1/1998 8 10 5 C OH 390110 Highland Heights, City of 10/1/1991 10/1/1992 10 0 0 R OH 390412 Kettering, City of 10/1/1995 10/1/2000 8 10 5 C OH 390328 Licking County 10/1/1993 5/1/2009 7 15 5 C OH 390378 Medina County 5/1/2007 5/1/2012 8 10 5 C OH 390071 New Richmond, Village of 10/1/1992 10/1/2002 8 10 5 C OH 390176 Obetz, Village of 10/1/1996 10/1/2016 10 0 0 R OH 390737 Orange, Village of 10/1/1991 10/1/2016 7 15 5 C OH 390472 Ottawa, Village of 10/1/1995 10/1/1995 9 5 5 C OH 390432 Ottawa County 10/1/1992 10/1/1992 9 5 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 37 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS OH 390460 Preble County 10/1/1998 10/1/1998 9 5 5 C OH 390479 Shelby, City of 10/1/1992 5/1/2012 8 10 5 C OH 390131 South Euclid, City of 10/1/1991 10/1/2016 8 10 5 C OH 390419 West Carrollton, City of 5/1/2002 5/1/2009 8 10 5 C 5 C OK 400220 Bartlesville, City of 10/1/1992 10/1/2002 7 15 5 C 5 C OK 400207 Bixby, Town of 10/1/1993 10/1/1998 10 0 0 R OK 400078 Blackwell, City of 10/1/1991 10/1/2014 10 0 0 R OK 400236 Broken Arrow, City of 10/1/1993 10/1/2018 7 15 5 C OK 400234 Chickasha, City of 10/1/1992 10/1/2014 10 0 0 R OK 400233 Del City, City of 5/1/2017 5/1/2017 6 20 10 C OK 400221 Dewey, City of 10/1/1992 10/1/1992 9 5 5 C OK 400252 Edmond, City of 10/1/1993 10/1/2008 7 15 5 C OK 400062 Enid, City of 10/1/1993 5/1/2016 9 5 5 C OK 400049 Lawton, City of 10/1/1991 5/1/2009 6 20 10 C OK 400245 Lindsay, City of 10/1/1992 10/1/1993 10 0 0 R OK 400046 Norman, City of 10/1/2011 5/1/2017 6 20 10 C OK 405378 Oklahoma City, City of 5/1/2014 5/1/2014 8 10 5 C OK 400080 Ponca City, City of 5/1/2010 5/1/2014 5 25 10 C OK 400211 Sand Springs, City of 10/1/1991 5/1/2018 7 15 5 C OK 400053 Sapulpa, City of 10/1/1992 10/1/1993 10 0 0 R OK 405380 Stillwater, City of 10/1/1991 5/1/2017 7 15 5 C OK 405381 Tulsa, City of 10/1/1991 10/1/2003 2 40 10 C OR 410137 Albany, City of 10/1/1991 10/1/2017 5 25 10 C OR 410090 Ashland, City of 10/1/1991 10/1/2017 8 10 5 C OR 410043 Bandon, City of 5/1/2005 5/1/2010 10 0 0 R OR 410240 Beaverton, City of 10/1/1991 10/1/1994 10 0 0 R OR 410008 Benton County 10/1/2002 5/1/2018 7 15 5 C OR 410029 Cannon Beach, City of 10/1/1994 10/1/1999 7 15 5 C OR 410092 Central Point, City of 10/1/1992 5/1/2012 6 20 10 C OR 415588 Clackamas County 10/1/2004 5/1/2017 10 0 0 R OR 410009 Corvallis, City of 10/1/1991 5/1/2017 5 25 10 C OR 410120 Cottage Grove, City of 5/1/2018 5/1/2018 7 15 5 C OR 410059 Douglas County 10/1/2000 10/1/2017 10 0 0 R OR 410122 Eugene, City of 10/1/1991 10/1/2001 7 15 5 C OR 410108 Grants Pass, City of 10/1/1992 5/1/2017 8 10 5 C OR 410175 Heppner, City of 5/1/2006 5/1/2016 9 5 5 C OR 415589 Jackson County 10/1/1991 5/1/2002 7 15 5 C OR 415591 Lane County 5/1/2009 5/1/2009 7 15 5 C OR 410154 Marion County 5/1/2001 5/1/2007 6 20 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 38 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS OR 410096 Medford, City of 10/1/1994 10/1/2014 6 20 10 C OR 410064 Myrtle Creek, City of 5/1/2003 5/1/2008 10 0 0 R OR 410200 Nehalam, City of 10/1/2003 5/1/2008 7 15 5 C OR 410021 Oregon City, City of 10/1/2003 5/1/2018 8 10 5 C OR 410186 Polk County 10/1/1991 10/1/2001 8 10 5 C OR 410183 Portland, City of 10/1/2001 5/1/2016 6 20 10 C OR 410201 Rockaway Beach, City of 10/1/2004 10/1/2013 10 0 0 R OR 410098 Rogue River, City of 10/1/1992 5/1/2017 8 10 5 C OR 410067 Roseburg, City of 10/1/1994 10/1/1999 8 10 5 C OR 410167 Salem, City of 5/1/2008 10/1/2016 5 25 10 C OR 410039 Scappoose, City of 10/1/1993 10/1/2018 8 10 5 C OR 410144 Scio, City of 5/1/2004 5/1/2014 10 0 0 R OR 410257 Sheridan, City of 10/1/2001 10/1/2016 9 5 5 C OR 410213 Stanfield, City of 10/1/1991 10/1/2015 10 0 0 R OR 410100 Talent, City of 10/1/2000 5/1/2016 8 10 5 C OR 410202 Tillamook, City of 10/1/2006 10/1/2016 9 5 5 C OR 410196 Tillamook County 5/1/2001 10/1/2013 10 0 0 R OR 410184 Troutdale, City of 5/1/2008 5/1/2013 7 15 5 C 5 C PA 420159 Altoona, City of 10/1/2012 10/1/2012 8 10 5 C 5 C PA 421331 Bedford, Township of 10/1/2013 10/1/2013 9 5 5 C PA 420339 Bloomsburg, Town of 10/1/1993 10/1/2003 8 10 5 C PA 420403 Brookhaven, Borough of 10/1/2016 10/1/2016 9 5 5 C PA 422034 Chapman, Township of 10/1/2007 10/1/2007 9 5 5 C PA 420714 Danville, Borough of 10/1/2006 10/1/2006 8 10 5 C PA 421062 Etna, Borough of 10/1/1996 5/1/2017 7 15 5 C PA 421134 Granville, Township of 10/1/1993 10/1/1993 9 5 5 C PA 420608 Hanover Township 10/1/2010 10/1/2010 9 5 5 C PA 420380 Harrisburg, City of 10/1/1991 10/1/2017 7 15 5 C PA 420735 Herndon, Borough of 10/1/2007 10/1/2007 8 10 5 C PA 420642 Jersey Shore, Borough of 10/1/1993 5/1/2013 8 10 5 C PA 420612 Kingston, Borough of 10/1/1992 5/1/2018 8 10 5 C PA 420613 Kingston, Township of 10/1/1992 5/1/1993 10 0 0 R PA 420831 Lewisburg, Borough of 10/1/1993 10/1/2003 8 10 5 C PA 420687 Lewistown, Borough of 10/1/1993 5/1/2010 8 10 5 C PA 422105 Limestone, Township of 10/1/1993 10/1/1998 10 0 0 R PA 420191 Lower Makefield, Township of 5/1/2016 5/1/2016 7 15 5 C PA 421040 Loyalsock, Township of 10/1/1994 5/1/2001 10 0 0 R PA 425384 Milton, Borough of 10/1/1992 5/1/2013 7 15 5 C PA 421020 Monroe, Township of 10/1/2007 10/1/2007 9 5 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 39 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS PA 420754 Newport, Borough of 10/1/1994 10/1/2009 8 10 5 C PA 420739 Northumberland, Borough of 10/1/2007 10/1/2007 8 10 5 C PA 421024 Penn, Township of 10/1/2007 5/1/2018 8 10 5 C PA 421026 Point, Township of 10/1/2007 10/1/2010 10 0 0 R PA 425387 Selinsgrove, Borough of 10/1/2007 10/1/2007 7 15 5 C PA 421101 Shaler, Township of 10/1/1994 10/1/2004 8 10 5 C PA 420743 Sunbury, City of 10/1/2007 10/1/2007 8 10 5 C PA 420834 Union, Township of 10/1/1993 10/1/1998 10 0 0 R PA 420372 Upper Allen, Township of 10/1/1992 10/1/1997 10 0 0 R PA 420745 Upper Augusta, Township of 10/1/2007 5/1/2018 10 0 0 R PA 420207 Upper Makefield, Township of 10/1/2017 10/1/2017 9 5 5 C PA 421119 Upper St. Clair, Township of 10/1/1998 10/1/2009 7 15 5 C PA 420209 Warwick, Township of 5/1/2016 5/1/2016 7 15 5 C PA 420631 Wilkes-Barre, City of 10/1/1992 5/1/2013 6 20 10 C RI 445393 Bristol, Town of 5/1/2013 5/1/2018 7 15 5 C RI 445395 Charlestown, Town of 5/1/2015 5/1/2015 7 15 5 C RI 445398 East Providence, City of 5/1/2014 10/1/2017 8 10 5 C RI 445401 Middletown, Town of 10/1/1991 5/1/2000 8 10 5 C RI 445402 Narragansett, Town of 10/1/1992 5/1/2017 7 15 5 C RI 445403 Newport, City of 10/1/2017 10/1/2017 7 15 5 C RI 445404 North Kingstown, Town of 10/1/1993 10/1/1993 9 5 5 C RI 440022 Pawtucket, City of 10/1/2014 10/1/2014 8 10 5 C RI 445409 Warwick, City of 10/1/2016 10/1/2016 9 5 5 C RI 445410 Westerly, Town of 5/1/2013 10/1/2018 7 15 5 C SC450002Aiken County 10/1/1993 10/1/1993 9 5 5 C SC 450262 Awendaw, Town of 10/1/1996 5/1/2018 6 20 10 C SC 450026 Beaufort, City of 10/1/1992 5/1/2013 7 15 5 C SC 450025 Beaufort County 10/1/1991 5/1/2018 5 25 10 C SC 450029 Berkeley County 5/1/2008 5/1/2013 8 10 5 C SC 450131 Cayce, City of 5/1/2010 5/1/2010 9 5 5 C SC 455412 Charleston, City of 10/1/1993 10/1/2015 6 20 10 C SC 455413 Charleston County 10/1/1995 5/1/2010 4 30 10 C SC 450056 Colleton County 5/1/2005 5/1/2007 7 15 5 C SC 455414 Edisto Beach, Town of 10/1/1992 5/1/2012 7 15 5 C SC 450078 Florence, City of 10/1/1991 5/1/2018 6 20 10 C SC 450076 Florence County 5/1/2010 5/1/2010 9 5 5 C SC 455415 Folly Beach, City of 10/1/1996 5/1/2018 4 30 10 C SC 450087 Georgetown, City of 10/1/1993 5/1/2014 7 15 5 C SC 450085 Georgetown County 5/1/2010 5/1/2017 7 15 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 40 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS SC 450091 Greenville, City of 10/1/1991 5/1/2017 5 25 10 C SC 450089 Greenville County 10/1/1993 10/1/2003 8 10 5 C SC 450030 Hanahan, City of 10/1/2018 10/1/2018 7 15 5 C SC 450250 Hilton Head Island, Town of 10/1/1991 5/1/2010 5 25 10 C SC 450037 Hollywood, Town of 10/1/2010 10/1/2015 7 15 5 C SC 450104 Horry County 10/1/2010 5/1/2017 7 15 5 C SC 455416 Isle of Palms, City of 10/1/1994 5/1/2016 6 20 10 C SC 450115 Kershaw County 5/1/2014 5/1/2014 9 5 5 C SC 450257 Kiawah Island, Town of 10/1/1996 10/1/2016 5 25 10 C SC 450129 Lexington County 10/1/1991 5/1/2018 7 15 5 C SC 450039 McClellanville, Town of 10/1/2000 5/1/2016 7 15 5 C SC 450040 Meggett, Town of 10/1/1996 5/1/2018 6 20 10 C SC 455417 Mount Pleasant, City of 10/1/1994 10/1/2010 6 20 10 C SC 450109 Myrtle Beach, City of 10/1/1991 5/1/2003 5 25 10 C SC 450042 North Charleston, City of 5/1/2003 10/1/2007 7 15 5 C SC 450110 North Myrtle Beach, Town of 10/1/1991 10/1/2012 6 20 10 C SC 450160 Orangeburg County 10/1/2016 10/1/2016 9 5 5 C SC 450255 Pawleys Island, Town of 10/1/2005 10/1/2009 6 20 10 C SC 450166 Pickens County 5/1/1999 5/1/2015 9 5 5 C SC 450028 Port Royal, Town of 5/1/2011 5/1/2011 9 5 5 C SC 450043 Ravenel, Town of 10/1/1996 10/1/2005 6 20 10 C SC 450170 Richland County 10/1/1995 10/1/2010 8 10 5 C SC 450196 Rock Hill, City of 10/1/2014 10/1/2014 8 10 5 C SC 450249 Rockville, Town of 10/1/1998 5/1/2018 6 20 10 C SC 450256 Seabrook Island, Town of 10/1/1995 5/1/2016 5 25 10 C SC 455418 Sullivans Island, Town of 5/1/2004 5/1/2017 5 25 10 C SC 450184 Sumter, City of 10/1/1992 5/1/2018 7 15 5 C SC 450182 Sumter County 10/1/1992 5/1/2018 7 15 5 C SC 450111 Surfside Beach, Town of 10/1/2010 5/1/2016 5 25 10 C SC 450193 York County 10/1/2009 10/1/2009 9 5 5 C SD 460007 Aberdeen, City of 10/1/2017 10/1/2017 9 5 5 C SD 460044 Madison, City of 5/1/2014 5/1/2014 8 10 5 C SD 460054 Meade County 10/1/2015 10/1/2015 9 5 5 C SD 460042 Parkston, City of 5/1/2014 5/1/2014 9 5 5 C SD 465420 Rapid City, City of 10/1/1992 5/1/2013 7 15 5 C SD 460046Spearfish, City of 5/1/2014 5/1/2014 9 5 5 C SD 460016Watertown, City of 5/1/2017 5/1/2017 8 10 5 C TN 470211Athens, City of 10/1/1993 10/1/2009 8 10 5 C TN 470182 Bristol, City of 5/1/2006 10/1/2007 8 10 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 41 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS TN 470176 Carthage, City of 10/1/1992 10/1/2015 10/1/1992 10/1/2015 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C TN 470150 Cookeville, City of 5/1/2014 5/1/2014 5/1/2014 5/1/2014 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C TN 475425 Elizabethton, City of 10/1/1993 10/1/1993 10/1/1993 10/1/1993 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C TN 470105 Fayetteville, City of 10/1/1992 10/1/1993 10/1/1992 10/1/1993 10 0 0 R 0 0 R 0 0 R TN 470206 Franklin, City of 10/1/2015 10/1/2018 8 10 5 C 5 C TN 475426 Gatlinburg, City of 10/1/1993 10/1/2009 10/1/1993 10/1/2009 8 10 5 C 5 C TN 470059 Humboldt, City of 10/1/1993 10/1/1996 10/1/1993 10/1/1996 10 0 0 R 0 0 R 0 0 R TN 475432 Johnson City, City of 10/1/2014 10/1/2014 10/1/2014 10/1/2014 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C TN 470184 Kingsport, City of 10/1/1992 10/1/1997 10/1/1992 10/1/1997 10 0 0 R 0 0 R 0 0 R TN 475433 Knox County 10/1/2002 10/1/2002 10/1/2002 10/1/2002 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C TN 475434 Knoxville, City of 10/1/1992 10/1/2006 10/1/1992 10/1/2006 8 10 5 C 5 C TN 470070 Morristown, City of 10/1/1992 10/1/1993 10/1/1992 10/1/1993 10 0 0 R 0 0 R 0 0 R Nashville, City of & Davidson TN 470040 10/1/1991 10/1/2006 10/1/1991 10/1/2006 8 10 5 C 5 C County TN 470100 Ripley, Town of 10/1/1991 10/1/1996 10/1/1991 10/1/1996 10 0 0 R 0 0 R 0 0 R TN 475448 Spring City, Town of 10/1/1992 10/1/1997 10/1/1992 10/1/1997 10 0 0 R 0 0 R 0 0 R TN 470380 Watertown, City of 5/1/2013 5/1/2013 5/1/2013 5/1/2013 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C TN 470204 Williamson County 10/1/2008 10/1/2015 10/1/2008 10/1/2015 8 10 5 C 5 C TN 470207 Wilson County 5/1/2013 5/1/2013 5/1/2013 5/1/2013 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C TX 485454 Arlington, City of 10/1/1991 5/1/2018 10/1/1991 5/1/2018 6 20 10 C TX 480624 Austin, City of 10/1/1991 5/1/2010 10/1/1991 5/1/2010 6 20 10 C TX 481193 Bastrop County 10/1/2004 10/1/2004 10/1/2004 10/1/2004 8 10 5 C 5 C TX 485456 Baytown, City of 10/1/1991 5/1/2006 10/1/1991 5/1/2006 6 20 10 C TX 485457 Beaumont, City of 10/1/2008 10/1/2013 10/1/2008 10/1/2013 7 15 5 C 5 C TX 480289 Bellaire, City of 10/1/1993 5/1/2014 10/1/1993 5/1/2014 7 15 5 C 5 C TX 480586 Benbrook, City of 10/1/1991 10/1/2017 7 15 5 C 5 C TX 480878 Bevil Oaks, City of 5/1/2010 10/1/2011 5/1/2010 10/1/2011 7 15 5 C 5 C TX 480082 Bryan, City of 480082 Bryan, City of 10/1/1995 10/1/2011 10/1/1995 10/1/2011 6 20 10 C TX 485459 Burleson, City of 10/1/1991 10/1/2017 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C TX 481209 Burnet County 5/1/2014 5/1/2014 5/1/2014 5/1/2014 9 5 5 C 9 5 5 C 9 5 5 C 9 5 5 C TX 480167 Carrollton, City of 10/1/1991 10/1/2012 10/1/1991 10/1/2012 6 20 10 C TX 485462 Cleburne, City of 10/1/1992 5/1/2013 10/1/1992 5/1/2013 8 10 5 C 5 C TX 480083 College Station, City of 5/1/2010 5/1/2010 5/1/2010 5/1/2010 7 15 5 C 5 C TX 480484 Conroe, City of 10/1/1992 5/1/2002 10/1/1992 5/1/2002 7 15 5 C 5 C TX 480170 Coppell, City of 10/1/1993 5/1/2016 10/1/1993 5/1/2016 8 10 5 C 5 C TX 480155 Copperas Cove, City of 5/1/2018 5/1/2018 5/1/2018 5/1/2018 8 10 5 C 5 C TX 485464 Corpus Christi, City of 10/1/1991 10/1/2013 10/1/1991 10/1/2013 7 15 5 C 5 C TX 480171 Dallas, City of 10/1/1991 5/1/2011 10/1/1991 5/1/2011 5 25 10 C TX 480291 Deer Park, City of 10/1/2000 5/1/2017 7 15 5 C 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 42 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS TX 480194 Denton, City of 10/1/1991 10/1/2018 8 10 5 C TX 480774 Denton County 10/1/1992 10/1/1993 10 0 0 R TX 481569 Dickinson, City of 10/1/2012 10/1/2012 8 10 5 C TX 480173 Duncanville, City of 10/1/1991 10/1/2017 8 10 5 C TX 480214 El Paso, City of 10/1/1991 10/1/1991 9 5 5 C TX 485468 Friendswood, City of 10/1/1991 5/1/2015 7 15 5 C TX 480596 Fort Worth, City of 10/1/2012 10/1/2012 8 10 5 C TX 485469 Galveston, City of 5/1/2014 5/1/2014 7 15 5 C TX 485471 Garland, City of 10/1/1991 10/1/1997 7 15 5 C TX 485472 Grand Prairie, City of 10/1/1991 5/1/2012 5 25 10 C TX 480266 Guadalupe County 5/1/2009 5/1/2009 8 10 5 C TX 480599 Haltom City, City of 10/1/2012 10/1/2018 8 10 5 C TX 480287 Harris County 5/1/2004 10/1/2014 7 15 5 C TX 480296 Houston, City of 5/1/2002 10/1/2009 5 25 10 C TX 480601 Hurst, City of 10/1/1992 10/1/2017 8 10 5 C TX 481271 Jamaica Beach, City of 10/1/2018 10/1/2018 8 10 5 C TX 485481 Kemah, City of 10/1/1992 5/1/2015 8 10 5 C TX 485487 LaPorte, City of 10/1/1999 10/1/2013 7 15 5 C TX 485488 League City, City of 10/1/1992 10/1/2012 6 20 10 C TX 480042 Leon Valley, City of 10/1/2017 10/1/2017 7 15 5 C TX 480195 Lewisville, City of 10/1/1991 10/1/2017 9 5 5 C TX 480043 Live Oak, City of 5/1/2010 5/1/2010 7 15 5 C TX 480452 Lubbock, City of 10/1/1992 5/1/2014 7 15 5 C TX 480477 Midland, City of 10/1/1992 10/1/1994 8 10 5 C TX 480304 Missouri City, City of 5/1/2010 5/1/2010 7 15 5 C TX 485491 Nassau Bay, City of 10/1/1992 5/1/2009 7 15 5 C TX 485493 New Braunfels, City of 10/1/2013 10/1/2013 6 20 10 C TX 480607 North Richland Hills, City of 10/1/1991 10/1/2016 7 15 5 C TX 480206 Odessa, City of 10/1/1992 10/1/2008 7 15 5 C TX 480307 Pasadena, City of 10/1/1991 10/1/2014 5 25 10 C TX 480077 Pearland, City of 5/1/2005 5/1/2014 6 20 10 C TX 481028 Pflugerville, City of 5/1/2011 10/1/2016 9 5 5 C TX 480140 Plano, City of 10/1/1992 5/1/2018 8 10 5 C TX 485499 Port Arthur, City of 10/1/1991 10/1/1991 9 5 5 C TX 480184 Richardson, City of 10/1/1991 10/1/2018 8 10 5C TX 480608 Richland Hills, City of 5/1/2014 5/1/2014 8 10 5 C TX 485505 San Marcos, City of 10/1/1992 10/1/2002 7 15 5 C TX 485507 Seabrook, City of 10/1/2002 10/1/2011 7 15 5 C TX 485510 Shoreacres, City of 5/1/2014 5/1/2014 9 5 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 43 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS TX 480234 Sugar Land, City of 5/1/2010 5/1/2010 7 15 5 C TX 481127 Sunset Valley, City of 5/1/2010 10/1/2016 7 15 5 C TX 480502 Sweetwater, City of 10/1/1991 5/1/2008 9 5 5 C TX 485513 Taylor Lake Village, City of 5/1/2014 5/1/2014 8 10 5 C TX 481585 Tiki Island, Village of 10/1/2001 10/1/2017 7 15 5 C TX 480654 Wharton, City of 10/1/2011 10/1/2016 9 5 5 C TX 480662 Wichita Falls, City of 10/1/1991 10/1/2007 8 10 5 C 5 C UT 490039 Bountiful, City of 10/1/1991 10/1/1991 9 5 5 C 5 C UT 490074 Cedar City, City of 10/1/1994 10/1/1996 10 0 0 R UT 490040 Centerville, City of 5/1/2002 10/1/2018 10 0 0 R UT 490019 Logan, City of 10/1/1993 10/1/2003 8 10 5 C UT 490072 Moab, City of 5/1/2001 10/1/2011 9 5 5 C UT 490214 North Ogden, City of 10/1/1993 5/1/2013 8 10 5 C UT 490216 Orem, City of 10/1/1993 5/1/2008 7 15 5 C UT 490159 Provo, City of 10/1/1991 10/1/1996 8 10 5 C UT 490178 Santa Clara, City of 10/1/1995 10/1/2018 8 10 5C UT 490177 St. George, City of 10/1/1994 10/1/2014 6 20 10 C UT 490187 Weber County 10/1/2015 10/1/2015 9 5 5 C UT 490052 West Bountiful, City of 10/1/1996 10/1/1996 9 5 5 C VT 500013 Bennington, Town of 10/1/1993 10/1/1993 9 5 5 C VT 500106 Berlin, Town of 5/1/2017 5/1/2017 9 5 5 C VT 500126 Brattleboro, Town of 10/1/1991 10/1/2017 8 10 5 C VT 500033 Colchester, Town of 5/1/2016 5/1/2016 8 10 5 C VT 505518 Montpelier, City of 10/1/1998 10/1/1998 9 5 5 C VT 500123 Waterbury, Town of 10/1/2016 10/1/2016 9 5 5 C VT 500122 Waterbury, Village of 10/1/2016 10/1/2016 9 5 5 C VA 510001 Accomack County 10/1/1992 5/1/2018 6 20 10 C VA 515519 Alexandria, City of 10/1/1992 10/1/2013 6 20 10 C VA 515520 Arlington County 10/1/1992 10/1/2008 8 10 5 C VA 510075 Ashland, Town of 10/1/2016 10/1/2016 9 5 5 C VA 510134 Bridgewater, Town of 10/1/1996 5/1/2006 8 10 5 C VA 510106 Cape Charles, Town of 5/1/2010 5/1/2010 9 5 5 C VA 510034 Chesapeake, City of 5/1/2015 5/1/2015 8 10 5 C VA 510002 Chincoteague, City of 10/1/2000 10/1/2003 8 10 5 C VA 515525 Fairfax County 10/1/1993 10/1/2014 6 20 10 C VA 510054 Falls Church, City of 5/1/2007 10/1/2016 6 20 10 C VA 510071 Gloucester County 10/1/1995 10/1/2016 6 20 10 C VA 515527 Hampton, City of 5/1/2011 5/1/2011 8 10 5 C VA 510201 James City County 10/1/1992 5/1/2013 7 15 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 44 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS 510090 Loudoun County 10/1/1992 5/1/2003 10 0 0 R VA 510104 Norfolk, City of 10/1/1992 5/1/2018 7 15 5 C VA 510183 Poquoson, City of 10/1/1992 10/1/2013 8 10 5 C VA 515529 Portsmouth, City of 10/1/1992 5/1/2017 7 15 5 C VA 510119 Prince William County 10/1/1996 10/1/2001 8 10 5 C VA 510129 Richmond, City of 10/1/2015 10/1/2015 8 10 5 C VA 510130 Roanoke, City of 10/1/1996 10/1/2008 7 15 5 C VA 510190 Roanoke County 10/1/1991 10/1/2006 8 10 5 C VA 510154 Stafford County 5/1/2011 10/1/2017 7 15 5 C VA 510053 Vienna, Town of 10/1/1996 10/1/2011 8 10 5 C VA 510131 Vinton, Town of 10/1/2016 10/1/2016 8 10 5 C VA 510005 Wachapreague, Town of 10/1/1996 5/1/2017 8 10 5 C VA 510182 York County 10/1/2005 5/1/2017 7 15 5 C 5 C WA 530073 Auburn, City of 10/1/1992 5/1/2008 5 25 10 C WA 530074 Bellevue, City of 10/1/1992 5/1/2006 5 25 10 C WA 530153 Burlington, City of 10/1/1994 10/1/2009 5 25 10 C WA 530076 Carnation, City of 10/1/2014 10/1/2014 7 15 5 C WA 530103 Centralia, City of 10/1/1994 5/1/2016 6 20 10 C WA 530104 Chehalis, City of 10/1/1994 10/1/2018 7 15 5 C WA 530024 Clark County 10/1/2004 10/1/2009 5 25 10 C WA 530051 Ephrata, City of 10/1/2000 5/1/2016 8 10 5 C WA 530200 Everson, City of 10/1/1994 10/1/2009 7 15 5 C WA 530201 Ferndale, City of 5/1/2015 5/1/2015 7 15 5 C WA 530140 Fife, City of 5/1/2006 10/1/2016 10 0 0 R WA 530166 Index, Town of 5/1/1998 10/1/2017 7 15 5 C WA 530079 Issaquah, City of 10/1/1992 5/1/2008 5 25 10 C WA 530080 Kent, City of 5/1/2010 5/1/2010 6 20 10 C WA 530071 King County 10/1/1991 10/1/2007 2 40 10 C WA 530095 Kittitas County 5/1/2015 5/1/2015 6 20 10 C WA 530156 La Conner, Town of 10/1/1996 5/1/2018 10 0 0 R WA 530102 Lewis County 10/1/1994 5/1/2014 6 20 10 C WA 530316 Lower Elwha/Klallam Tribe 10/1/2000 10/1/2016 10 0 0 R WA 530331 Lummi Nation 5/1/2010 10/1/2014 7 15 5 C WA 530169 Monroe, City of 10/1/1991 5/1/2006 5 25 10 C WA 530158 Mount Vernon, City of 5/1/1997 10/1/2012 6 20 10 C WA 530085 North Bend, City of 10/1/1995 5/1/2017 5 25 10 C WA 530143 Orting, City of 5/1/2008 10/1/2017 6 20 10 C WA 530138 Pierce County 10/1/1995 5/1/2012 2 40 10 C WA 530087 Redmond, City of 5/1/2016 5/1/2016 5 25 10 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 45 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS WA 530088 Renton, City of 10/1/1994 10/1/2014 5 25 10 C WA 530151 Skagit County 5/1/1998 10/1/2015 6 20 10 C WA 535534 Snohomish County 5/1/2006 10/1/2018 6 20 10 C WA 530090 Snoqualmie, City of 10/1/1992 5/1/2002 5 25 10 C WA 530173 Sultan, City of 10/1/2003 10/1/2013 6 20 10 C WA 530204 Sumas, City of 10/1/1993 10/1/2018 7 15 5 C WA 530188 Thurston County 10/1/2000 10/1/2016 2 40 10 C WA 530193 Wahkiakum County 10/1/2007 5/1/2018 10 0 0 R WA 530067 Westport, City of 10/1/2009 10/1/2014 8 10 5 C WA 530198 Whatcom County 10/1/1996 10/1/2006 6 20 10 C WA 530217 Yakima County 10/1/2007 10/1/2017 10 0 0 R 0 R WV 540282 Berkeley County 10/1/2011 10/1/2011 7 15 5 C 5 C WV 540199 Buckhannon, City of 5/1/2007 5/1/2007 8 10 5 C WV 540073 Charleston, City of 10/1/2011 10/1/2011 9 5 5 C WV 540026 Fayette County 10/1/2018 10/1/2018 9 5 5 C WV 540040 Greenbrier County 10/1/2018 10/1/2018 9 5 5 C 540226 Hampshire County 10/1/2013 10/1/2013 8 10 5 C WV 540065 Jefferson County 10/1/2006 10/1/2017 6 20 10 C WV 540070 Kanawha County 10/1/2018 10/1/2018 9 5 5 C WV 540006 Martinsburg, City of 5/1/2016 5/1/2016 8 10 5 C WV 540144 Morgan County 10/1/2013 10/1/2013 9 5 5 C WV 540194 Parsons, City of 5/1/2016 5/1/2016 8 10 5 C WV 540004 Philippi, City of 5/1/2003 5/1/2003 8 10 5 C WV 540164 Putnam County 10/1/2016 10/1/2016 9 5 5 C WI 550001 Adams County 10/1/1991 5/1/2012 7 15 5 C WI 550612 Allouez, Village of 10/1/1992 5/1/2012 6 20 10 C WI 550128 Eau Claire, City of 10/1/1991 10/1/2008 7 15 5 C WI 550578 Elm Grove, Village of 5/1/2001 5/1/2012 5 25 10 C WI 550366 Evansville, City of 5/1/2010 5/1/2010 7 15 5 C WI 550136 Fond du Lac, City of 5/1/2013 5/1/2013 7 15 5 C WI 550022 Green Bay, City of 10/1/1991 10/1/2001 7 15 5 C WI 550523 Kenosha County 5/1/2013 5/1/2013 5 25 10 C WI 555562 La Crosse, City of 10/1/1991 10/1/2002 8 10 5 C WI 550085 Mazomanie, Village of 10/1/1991 5/1/2012 8 10 5 C WI 550487 New Berlin, City of 10/1/2005 5/1/2010 7 15 5 C WI 550310 Ozaukee County 10/1/1991 10/1/2007 8 10 5 C WI 550402 Reedsburg, City of 5/1/2013 5/1/2013 6 20 10 C WI 550660 Suamico, Village of 5/1/2008 5/1/2013 7 15 5 C WI 550107 Watertown, City of 10/1/1991 10/1/2007 7 15 5 C 1.For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2.Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 46 Appendix F: Community Rating System Table 3. Community Rating System Eligible Communities Effective October 1, 2018 %% DISCOUNT COMMUNITY CRS ENTRY CURRENT CURRENT DISCOUNT FOR 1 2 STATE NUMBER COMMUNITY NAME DATE EFFECTIVE DATE CLASS FOR SFHANON SFHA STATUS 550108 Waupun, City of 10/1/1991 10/1/2001 8 10 5 C WI 550537 Winnebago County 10/1/1991 10/1/2001 8 10 5 C WY 560037 Casper, City of 10/1/2000 10/1/2000 9 5 5 C WY 560030 Cheyenne, City of 5/1/2003 5/1/2003 7 15 5 C WY 560013 Douglas, City of 10/1/1993 10/1/2010 8 10 5 C WY 560029 Laramie County 5/1/2003 5/1/2003 8 10 5 C WY 560085 Park County 10/1/1991 10/1/1996 10 0 0 R WY 560044 Sheridan, City of 10/1/1995 5/1/2016 10 0 0 R PR 720101 Ponce, Municipality of 10/1/2009 10/1/2009 9 5 5 C 1. For the purpose of determining CRS discounts, all AR and A99 Zones are treated as non-SFHAs. 2. Status: C = Current, R = Rescinded OCTOBER 2018 NFIP FLOOD INSURANCE MANUAL F 47 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-016,Version:1 AGENDA CAPTION DeliberationsRegardingCertainPublicPowerUtilities:CompetitiveMatters-UnderTexasGovernmentCode Section 551.086; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receiveinformationfromstaff,anddiscuss,deliberateandprovidedirectiontostaffregardingthefutureplans for,andcurrentandfutureoperationsof,theGibbonsCreekSteamElectricStationownedbytheTexas MunicipalPowerAgency.ConsultationwiththeCity’sattorneysregardinglegalissuesassociatedwiththe futureplansfor,andcurrentandfutureoperationsof,theGibbonsCreekSteamElectricStationwhereapublic discussionoftheselegalmatterswouldconflictwiththedutyoftheCity’sattorneystotheCityofDentonand theDentonCityCouncilundertheTexasDisciplinaryRulesofProfessionalConductoftheStateBarofTexas. (The City of Denton is a member of TMPA). City of DentonPage 1 of 1Printed on 1/9/2019 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-114,Version:1 AGENDA CAPTION Deliberations regarding a Personnel Matter under Government Code Section 551.074 Discuss and deliberate regarding the evaluation of candidates and the appointment/employment of a Municipal Judge. City of DentonPage 1 of 1Printed on 1/11/2019 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-140,Version:1 AGENDA CAPTION Consultation with Attorneys - Under Texas Government Code Section 551.071; Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Consult with the City’s attorneys on legal considerations, status and strategy, in advance of a proposed mediation before the Equal Employment Opportunity Commission, relating to the pending charge of former employee Shandrian Jarvis, and to receive legal advice regarding same, where the City’s Attorneys’ duties to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflict with Chapter 551 of the Texas Open Meetings Act. This closed session also concerns deliberations involving a public officer or employee, under circumstances allowing closed session under section 551.074 of the Texas Open Meetings Act. City of DentonPage 1 of 1Printed on 1/11/2019 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-089,Version:1 AGENDA CAPTION Resolution of Appreciation for Jennifer Walters. City of DentonPage 1 of 1Printed on 2/1/2019 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-010,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, approving in-kind services for security in an amount not to exceed $4,536 for the Women’s March on Saturday, January 19, 2019, from 9:30 a.m. to 2:00 p.m., to be held on the courthouse lawn in downtown Denton; and providing an effective date. City of DentonPage 1 of 1Printed on 2/1/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation DCM: Bryan Langley DATE: January 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, approving in-kind services for security in an amount not to exceed $4,536 9:30 a.m. to 2:00 p.m., to be held on the courthouse lawn in downtown Denton; and providing an effective date. BACKGROUND is hosted locally as a sister event to the National rally on the courthouse lawn in downtown Denton on Saturday, January 19, 2019, from 10:00 a.m. to 1:00 p.m. The event will include speakers representing various organizations throughout the day. Event organizers anticipate 3,000 in attendance and is requesting the City of Denton provide in-kind services for security and public safety. Denton County Commissioners Court has approved the use of the courthouse lawn. RECOMMENDATION Staff recommends approval. PRIOR ACTION/REVIEW N/A FISCAL INFORMATION The estimated value of in-kind services for 18 police officers is $4,536, not to exceed that amount. Including this event, the City Council will have authorized a total of $31,346 in support for five community events in the current fiscal year. All events where City facilities or services are requested for free or at a reduced rate require City Council approval. 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, 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 Exhibit 1 Agenda Information Sheet Exhibit 2 Event Schedule Exhibit 3 Ordinance Respectfully submitted: Gary Packan Director Prepared by: Maria Denison Marketing Administrator 9ǝĻƓƷ {ĭŷĻķǒƌĻ WğƓǒğƩǤ ЊВͲ ЋЉЊВ La9 htL/ 10:00 Setup Security Tabling PA System Programs Hang Banners 10:30 Native American Land Tribe 10:45 Prayer America the Beautiful 11:00 Black Women in America 11:15 LGBTQ 11:30 Lean In 11:45 Disability Human Trafficking 12:00 LULAC Immigration 12:15 12:30 Call to Circle City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-043,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas authorizing the expenditure of funds for payment by the City of Denton for the operation and maintenance fee for water storage at Lake Lewisville and Lake Ray Roberts to the U.S. Army Corps of Engineers; and providing an effective date (Water Storage O&M Fee in the total amount not to exceed $123,000). City of DentonPage 1 of 1Printed on 2/1/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Utility Administration CM/ DCM/ ACM: Mario Canizares DATE: January 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the expenditure of funds for payment by the City of Denton for the operation and maintenance fee for water storage at Lake Lewisville and Lake Ray Roberts to the U.S. Army Corps of Engineers; and providing an effective date (Water Storage O&M Fee in the total amount not to exceed $123,000). BACKGROUND In August of 1980, the Cities of Denton and Dallas entered into a contractual obligation with the United States Army Corp of Engineers (USACE) to pay for the annual operating and maintenance (O&M) costs for Lake Ray Roberts and Lewisville Lake, Exhibit 2. In 1953, the City of Denton entered into a similar operation and maintenance contract with the USACE for Lewisville Lake, previously named Garza Little Elm. The cost of operating and maintaining Lake Ray Roberts and Lewisville Lake that Denton and Dallas are contractually required to pay is limited to the activities related to Water Quality and Control, Flood Damage Control, Dam Safety and Security. The USACE sends Denton O&M budget estimates for both Lake Ray Roberts and Lewisville Lake. The 5-year O&M budget estimate has not been received, but the Quarterly Financial Status Report is available which provides the final estimate cost. The estimates for because the USACE has not established a funding source within the federal government. Water Production has a multiple year Capital Improvement Project to address the anticipated funding required for s share of these costs. RECOMMENDATION Staff recommends approval of the USACE Operation and Maintenance fees for Fiscal Year 2019 in an amount not to exceed $123,000.00. ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) No prior action. FISCAL INFORMATION The fee will be paid from Operating Budget Account number 630100.7805. Requisition #140971 and #140972 have been entered for Lewisville Lake and Lake Ray Roberts Operations and Maintenance fee. STRATEGIC PLAN RELATIONSHIP The City of 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 City facilities EXHIBITS 1. Agenda Information Sheet 2. USACE and Denton Contract 3. Quarterly Financial Status Report 4. Ordinance Respectfully submitted: Brian Smith LLWTP Manager For information concerning this acquisition, contact: Tim Fisher at 940-349-7190. Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 Exhibit2 DEPARTMENT OF THE ARMY CORPS OF ENGINEERS,FORT WORTH DISTRICT P. O. BOX 17300 REPLY TO FORT WORTH, TEXAS 76102 ATTENTION OF November 20, 2018 Mr. Tim Fisher City of Denton Water Production Department 1701-B Spencer Rd. Denton, Texas 76205 Dear Mr. Fisher: Please find enclosed the Quarterly Financial Status Report for FY19 joint-use water storage costs. The table below reflects your FY19 thirdquarter and final cost estimates, as well as, summation of qualifying expenditures through September 30, 2018. Yourshare of joint-use costs is calculated as documented in your water supply storage agreements. Fiscal Year 2019Quarterly Financial Status Report Expenditures Final rd Billing 3Qtr ProjectAgreement #September EstimateRemarks Due DateEstimate 30, 2018Cost Emerg Slide repairs required LewisvilleDA-41-443-ENG-10981/1/2019$36,050$1,290,645$35,332 consolidation of funded work packages $1.4M; Expenditures won’t hit until FY19 and bill in Ray RobertsDACW63-80-C-01041/1/2019$96,445$1,290,645$73,632 FY20. We value the continuing relationship with your agency. If you have any questions regarding this matter, please contact Mr. Michael Kingston at (817) 886-1438. Sincerely, Kathleen M Spillane Kathleen M. Spillane Chief, Civil Project Management Branch Enclosure CITY OF DENTON: LEWISVILLE LAKE WATER SUPPLY CONTRACT: DA-41-443-CIVENG-1098 COST BASIS:FY18InitialBILLING PERIO1/1/201912/31/2019 BILLING DATE: 12/2/2018BILLING %:1.000% DUE DATE:1/1/2019 WORK CATTOTAL O&MEXCLUDABLEJOINT OPERATIONS EXPENSE FLOOD DAMAGE REDUCTION 602XX Ops of Dams, Resvrs, Srv Facs, Equip$1,389,271.91$ -$1,389,271.91 Instrument, Data Collect and Analysis$ -$ - Formal Periodic Inspections & Reports$ -$ - Water Mgmt Activities - Analysis$ -$ - Water Mgmt Activities - Operations$ -$ - Real Estate Mgmt$ 313,750.98$ (313,750.98) Environmental Compliance Mgmt$ -$ - ENVIRONMENTAL STEWARDSHIP604XX$ - RECREATION605XX$ - WATER SUPPLY608XX$ 15,960.47$ -$ 15,960.47 TOTAL OPERATIONS EXPENSE$1,405,232.38$ 313,750.98$1,091,481.40 MAINTENANCE EXPENSE FLOOD DAMAGE REDUCTION 612XX Routine Manintenance$ 553,919.96$ -$ 553,919.96 Specific Maintenance$ -$ -$ - Major Capital Replacement$ -$ -$ - Carry Over Maintenance$1,887,763.30$ -$1,887,763.30 ENVIRONMENTAL STEWARDSHIP614XX$ -$ - RECREATION615XX TOTAL MAINTENANCE EXPENSE$2,441,683.26$ -$2,441,683.26 TOTAL O&M EXPENSE$3,846,915.64$ 313,750.98$3,533,164.66 Post-Appropriation (excluding addition Work Plan) 2018 1.000%*$ 3,533,164.66 Estimated Total:$ 35,331.65 CITY OF DENTON: RAY ROBERTS LAKE WATER SUPPLY CONTRACT: DACW63-80-C-0104 COST BASIS:FY18InitialBILLING PERIOD:1/1/201912/31/2019 BILLING DATE: 12/2/2018BILLING %:7.759% DUE DATE:1/1/2019 WORK CATTOTAL O&MEXCLUDABLEJOINT OPERATIONS EXPENSE FLOOD DAMAGE REDUCTION 602XX Ops of Dams, Resvrs, Srv Facs, Equip$ 777,944.42$ -$ 777,944.42 Instrument, Data Collect and Analysis$ -$ - Formal Periodic Inspections & Reports$ -$ - Water Mgmt Activities - Analysis$ -$ - Water Mgmt Activities - Operations$ -$ - Real Estate Mgmt$139,560.99$(139,560.99) Environmental Compliance Mgmt$ -$ - 604XX$ - ENVIRONMENTAL STEWARDSHIP RECREATION605XX$ - WATER SUPPLY608XX$ 14,976.62$ -$ 14,976.62 TOTAL OPERATIONS EXPENSE$ 792,921.04$139,560.99$ 653,360.05 MAINTENANCE EXPENSE FLOOD DAMAGE REDUCTION 612XX Routine Manintenance$ 49,823.08$ -$ 49,823.08 Specific Maintenance$ 19,305.32$ -$ 19,305.32 Major Capital Replacement$ -$ -$ - Carry Over Maintenance$ 226,496.78$ -$ 226,496.78 614XX$ -$ - ENVIRONMENTAL STEWARDSHIP RECREATION615XX TOTAL MAINTENANCE EXPENSE$ 295,625.18$ -$ 295,625.18 TOTAL O&M EXPENSE$ 1,088,546.22$139,560.99$ 948,985.23 Post-Appropriation (excluding addition Work Plan) 2018 7.759%*$ 948,985.23Estimated Total:$ 73,631.76 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-059,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,accepting competitivebidsandawardinganannualcontractforheavyequipmentrentalforvariousCityofDenton departments;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate(IFB6713- awardedtothelowestresponsivebidderforeachlineitem:BerryCompaniesInc.dbaBobcatofDallas,ina totalnot-to-exceedamountof$50,000,SouthlakeEquipmentCompany,Inc.dbaB&REquipmentCompanyin atotalnot-to-exceedamountof$100,000,ClosnerEquipmentCo.,Inc.,inatotalnot-to-exceedamountof $115,000,HercRentalsInc.,inatotalnot-to-exceedamountof$50,000,Kirby-SmithMachinery,Inc.,ina totalnot-to-exceedamountof$150,000,RDOEquipmentCo.,inatotalnot-to-exceedamountof$275,000, ROMCOEquipmentCo.,LLC,inatotalnot-to-exceedamountof$50,000,T-K-OEquipmentCo.,inatotal not-to-exceedamountof$150,000,UnitedRentals(NorthAmerica),Inc.,inatotalnot-to-exceedamountof $205,000,ZimmererKubota,inatotalnot-to-exceedamountof$50,000;inatotalone(1)year,not-to-exceed amount of $1,195,000). City of DentonPage 1 of 1Printed on 2/1/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: January 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, accepting competitive bids and awarding an annual contract for heavy equipment rental for various City of Denton departments; providing for the expenditure of funds therefor; and providing an effective date (IFB 6713 awarded to the lowest responsive bidder for each line item: Berry Companies Inc. dba Bobcat of Dallas, in a total not-to-exceed amount of $50,000, Southlake Equipment Company, Inc. dba B&R Equipment Company in a total not-to-exceed amount of $100,000, Closner Equipment Co., Inc., in a total not-to-exceed amount of $115,000, Herc Rentals Inc., in a total not-to-exceed amount of $50,000, Kirby- Smith Machinery, Inc., in a total not-to-exceed amount of $150,000, RDO Equipment Co., in a total not-to- exceed amount of $275,000, ROMCO Equipment Co., LLC, in a total not-to-exceed amount of $50,000, T- K-O Equipment Co., in a total not-to-exceed amount of $150,000, United Rentals (North America), Inc., in a total not-to-exceed amount of $205,000, Zimmerer Kubota, in a total not-to-exceed amount of $50,000; in a total one (1) year, not-to-exceed amount of $1,195,000). BID INFORMATION /BACKGROUND This Invitation for Bid (IFB) is to supply short term rental of heavy equipment to all City departments. From time to time, the City of Denton has a need for heavy equipment to supplement our fleet. The rental periods range from daily to monthly. This annual contract will allow staff quick access to equipment without delay. The annual contract leverages volume and allows for a more competitive price than incidental usage. No guarantee of any minimal usage is part of the contract and each rental will have an individual purchase order. The equipment list consists of the most commonly used sizes and types of heavy equipment. The required specifications include equivalent horsepower, weight, size, and other features as listed in the sample model or class provided in the bid tabulation. Invitation for Bids was sent to 105 prospective suppliers for these items. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Thirteen (13) bids were received. The awarded vendor for each item is highlighted on the bid tabulation (Exhibit 2). There was no pricing meeting specification submitted for line item numbers 41, 46, 49, 53, 74, and 75, therefore, these items will not be awarded. After an internal analysis of price comparisons, the City of Denton will save approximately 15 percent in rental costs over the term of the contract. There are additional unmeasured savings from establishing a long-term contract where pricing is stable, and the continuity of service is highly valued in the delivery of vital services to taxpayers. RECOMMENDATION Award a contract for the Rental of Heavy Equipment to the lowest responsive bidder meeting specification for each line item, in the one (1) year not-to-exceed amount of $1,195,000. This amount is based on the purchase history for items included in the IFB, but quantities will vary depending on needs as they arise. PRINCIPAL PLACE OF BUSINESS Berry Companies, Inc. dba Bobcat of Dallas RDO Equipment Co. Lewisville, TX McKinney, TX Southlake Equipment Company, Inc. ROMCO Equipment Co., LLC dba B&R Equipment Company, Inc. Carrollton, TX Fort Worth, TX T-K-O Equipment Co. Closner Equipment Co., Inc. Irving, TX Schertz, TX United Rentals North America, Inc. Herc Rentals, Inc. Denton, TX Bonita Springs, FL Zimmerer Kubota & Equipment, Inc. Kirby-Smith Machinery, Inc. Fort Worth, TX Dallas, TX ESTIMATED SCHEDULE OF PROJECT This is a one (1) year contract. FISCAL INFORMATION These items will be funded by using departments as needed. STRATEGIC PLAN RELATIONSHIP Strategic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.1 Optimize resources to improve quality of City Roadways EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: Ordinance and Contracts Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Kader at 940-349-8729. Legal point of contact: Mack Reinwand at 940-349-8333. DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND BERRY COMPANIES INC. DBA BOBCAT OF DALLAS (CONTRACT 6713) THIS CONTRACT is made and entered into this date ______________________, by and between Berry Companies Inc. DBA Bobcat of Dallas, a Kanas Corporation, whose address is 1302 S. Stemmons Frwy, Lewisville, Texas 75067, 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 document IFB 6713, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. This Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) IFB 6713 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); 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 The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to Date: _______________________________ financial and operational obligations and business terms. Name: ______________________________ Title: _______________________________ _______________ ________________ SIGNATURE PRINTED NAME ___________________________________ PHONE NUMBER __________________________________ TITLE ___________________________________ EMAIL ADDRESS __________________________________ DEPARTMENT 2018-429190 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE Exhibit A Special Terms and Conditions 1. Total Contract Amount The total Contract amount shall not exceed $50,000. Pricing shall be per Exhibit F attached for the only line items awarded by this Contract: Section S-items # 83, 84. 2. Contract Term The contract term will be one (1) year, effective from date of award. The contract shall commence upon the issuance of a Notice of Award by the City of Denton. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE Exhibit C 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. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 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 state 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 furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Con 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 C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within 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; agents, employees or contractors, 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 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 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 all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract 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 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. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and 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. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate Contractor shall assist and cooperate with the City to the fullest extent to enforce such y 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 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. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 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, c 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 Contract the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the 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 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. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contrac subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 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 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. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. notice of erosion of the aggregate limits below occurrence limits for all applicable required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect 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 t 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 Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 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 and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the 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-s behalf. 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) rees 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 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 Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 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. ADVERTISING: The Contractor shall not advertise or publish, without t 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. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the Cit 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, wo control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 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 Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 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 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. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent 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. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 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 Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] 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. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity ployees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract # 6713 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹBobcatofDallas tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ Lewisville,TX Numberof Estdel units OneMonth timefrom Delivery/Picku Make/Model available Item #MonthlyRentalRentalwithrequest UOMProductDescriptionWeeklyRental within72 offered pCharge date(#of Delivery/PickUp hoursof days) request SECTION A - DOZERS RoundTrip EA 1 Dozer, Cat D8T or equivalent EA 2 Dozer, Cat D7T or equivalent EA 3 Dozer, LGP Cat D7R or equivalent EA 4 Dozer, Cat D6R or equivalent EA 5 Dozer, LGP Cat D6R or equivalent EA 6 Dozer, Cat D6K or equivalent EA 7 Dozer, Cat D5M or equivalent EA 8 Dozer, Cat D5K or equivalent EA 9 Dozer, LGP Cat D5K or equivalent EA 10 Dozer, Cat D4K or equivalent EA 11 Dozer, LGP Cat D4K or equivalent SECTION B - WHEEL LOADERS EA 12 Wheel Loader, Cat 988H or equivalent EA 13 Wheel Loader, Cat 980H or equivalent EA 14 Wheel Loader, Cat 966K or equivalent EA 15 Wheel Loader, Cat 962K or equivalent EA 16 Wheel Loader, Cat 950H or equivalent EA 17 Wheel Loader, Cat 938H or equivalent EA 18 Wheel Loader, Cat 930H or equivalent EA 19 Wheel Loader, Cat 924H or equivalent SECTION C- MOTOR GRADERS EAMotor Grader, Cat 12M or equivalent 20 EA 21 Motor Grader, Cat 140M or equivalent SECTION D- EXCAVATORS EA 22 Excavator, Cat 345DL or equivalent EA 23 Excavator, Cat 336DL or equivalent EA 24 Excavator, Cat 325 or equivalent EA 25 Excavator, Cat 329E or equivalent w/Grapple EA 26 Excavator, Cat 324E or equivalent EA 27 Excavator, Cat 320 or equivalent EA 28 Excavator, Cat 320DL or equivalent w/Grapple EA 29 Excavator, with hydraulic breaker 1,500 (ft lb) class, Cat 312D EA 30 Excavator, with hydraulic breaker 3,000 (ft lb) class, Cat 320DL EA 31 Excavator, with hydraulic breaker 5,000 (ft lb) class, Cat 320DL EA 32 Excavator, Cat 320 with zero tailspin or equivalent, Cat 320D EAExcavator, Mini Kubota 40 or equivalent 33 EAExcavator, Mini Kubota 57 or equivalent 34 EAExcavator, Mini Kubota 80 or equivalent 35 EA 36 Excavator, Mini Bobcat E35 or equivalent EA 37 Excavator, John Deere 225 or equivalent EA 38 Excavator, Liebherr A4904C Wheeled Excavator with 36" Dirt Bucket EA 39 Excavator, Mini Bobcat E35 or equivalent SECTION E- SOIL SCREENERS EA 40 Soil Screener, Terex/Finley 770 or equivalent - 3/8" - 1/4" screen EA Soil Screener, Terex/Finely 790 or equivalent - 3/8" - 1/4" screen NO AWARD 41 SECTION F - TRUCKS (OFF ROAD) EA Truck, (Off-Road), Cat 725 or equivalent 42 EA 43 Truck, (Off-Road), Cat 730 or equivalent EA Truck, (Off-Road), Cat 740 or equivalent 44 SECTION G- SCRAPERS EA 45 Scraper, Cat 623G or equivalent EA 46 Scraper, Cat 621G or equivalent - NO AWARD EA 47 Scraper, Cat 615C or equivalent EA 48 Scraper, Cat 613G or equivalent SECTION H-TRACK LOADERS EA 49 Track Loader, Cat 973D or equivalent - NO AWARD EA 50 Track Loader, Cat 963D or equivalent EA 51 Track Loader, Cat 953D or equivalent SECTION I- COMPACTORS Compactor, Bowmag 124DH or equivalent EA 52 EA Compactor, Cat 825 or equivalent - NO AWARD 53 EA Compactor, Cat 815F or equivalent 54 EA Compactor, Cat CP56 or equivalent 55 EA 56 Compactor, Cat CS56 or equivalent EA Compactor, Cat CP-323-C or equivalent 57 EA 58 Wacker Trench Roller, RT5620 or equivalent with 22" drum EA 59 Wacker Trench Roller, RT5620 or equivalent with 32" drum DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹBobcatofDallas tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ Lewisville,TX Numberof Estdel units OneMonth timefrom Delivery/Picku Make/Model available Item #MonthlyRentalRentalwithrequest UOMProductDescriptionWeeklyRental within72 offered pCharge date(#of Delivery/PickUp hoursof days) request SECTION J - WATER WAGONS (OFF-ROAD) EA 60 Water Wagon, (Off-Road), Cat 613 or equivalent EA 61 Water Wagon, (Off-Road), Cat 725 or equivalent SECTION K - WATER TRUCKS (ON-ROAD): Must be TxDOT Approved with License Pla EA Water Truck (On-Road), 2,000 gal. 62 EA Water Truck (On-Road), 3,750 or 4,000 gal. 63 SECTION L - MIXERS/RECYCLERS EA Mixer/Recycler, Bomag 100R or equivalent 64 EA Mixer/Recycler, CMI 325 or equivalent 65 EA Mixer/Recycler, CMI 500 or equivalent 66 SECTION M - ASPHALT-LAY DOWN MACHINE EA Asphalt - Lay Down Machine, 8ft. - 15 ft. 67 SECTION N - ASPHALT ROLLERS Asphalt Roller, Cat CB24B 3 ton or equivalent EA 68 EA Asphalt Roller, 9 ton 69 EA Asphalt Roller, 12 ton 70 SECTION O - ASPHALT MILLING MACHINES EA Asphalt Milling Machine, 4 ft. head 71 EA Asphalt Milling Machine, 6 ft. head 72 SECTION P - BROOM EA Brock RJ350 Broom or equivalent 73 EA Option: Additional cost for gutter boom attachment-NO AWARD 74 SECTION Q - DUMP TRUCK (ON-ROAD): Must be TxDOT Approved with License Plates EA Dump Truck, 12 Yard-NO AWARD 75 SECTION R - BACKHOES EA Backhoe, Case 580SN or equivalent - 96hp class 76 EA 77 Backhoe, Case 590N or equivalent - 110hp class Options added to Backhoe base price: EA Additional cost for cab with air conditioning 76-77a EAAdditional cost for 4-wheel drive 76-77b EA Additional cost for extendadig 76-77c SECTION S - SKIDSTEERS EA Skidsteer, Cat 216B or equivalent 78 EA Skidsteer, Cat 226B or equivalent 79 EA Skidsteer, Cat 236B or equivalent 80 EA Skidsteer, Cat 246C or equivalent 81 EA Skidsteer, Cat 256C or equivalent 82 EA Skidsteer, Cat 262C or equivalent 83 Bobcat S650$ 285.00 υЊͲАЎЎ͵ЉЉυЋЍЉ͵ЉЉυЊͲВВЎ͵ЉЉЊЌ EA Skidsteer, Cat 272C or equivalent 84$ 675.00 υЋͲЉЋЎ͵ЉЉυЋЍЉ͵ЉЉυЋͲЋЏЎ͵ЉЉЊЎ Bobcat S770 EA 85 Skidsteer, Track Loader Walkbehind Toro TX427, or equivalent EA 86 Skidsteer, Track Loader Bobcat T550 Track Unit or equivalent EA 87 Skidsteer, Track Loader Kubota SVL 75 Track Unit or equivalent EA 88 Skidsteer, Track Loader Kubota SVL 95 Track Unit or equivalent SECTION T- Hydro Exacavators EA Ditch Witch MV 800 or equivalent 89 DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 4695B0D6-5472-41FC-8952-0771EC5C75BE Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: 4695B0D6547241FC89520771EC5C75BEStatus: Sent Subject: Please DocuSign: City Council Contract 6713-Bobcat of Dallas Source Envelope: Document Pages: 36Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/4/2018 9:05:46 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/5/2018 7:59:17 AM Completed jody.word@cityofdenton.comViewed: 12/5/2018 7:59:24 AM BuyerSigned: 12/5/2018 8:01:04 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 12/5/2018 8:01:07 AM mack.reinwand@cityofdenton.comViewed: 12/5/2018 10:14:39 AM City of DentonSigned: 12/5/2018 10:16:01 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Nick FordSent: 12/5/2018 10:16:04 AM nford@bobcatofdallas.comViewed: 12/5/2018 11:27:45 AM Rental ManagerSigned: 12/5/2018 11:35:12 AM Bobcat of Dallas Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 184.180.163.150 (None) Electronic Record and Signature Disclosure: Accepted: 12/5/2018 11:27:45 AM ID: ba2663b1-003f-447d-ae6e-86e904ab290f Antonio Puente, Jr.Sent: 12/5/2018 11:35:15 AM Antonio.Puente@cityofdenton.comViewed: 12/5/2018 1:59:16 PM Chief Financial OfficerSigned: 12/5/2018 1:59:51 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/5/2018 1:59:16 PM ID: b8f22ff1-da02-4631-986a-ad913cb53cf3 Signer EventsSignatureTimestamp Tabitha MillsopSent: 12/5/2018 1:59:54 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) 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 (None) 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: 12/5/2018 8:01:06 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett Marissa.Barrett@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Holland Brad.Holland@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/5/2018 1:59:54 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. 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. DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND SOUTHLAKE EQUIPMENT COMPANY, INC. DBA B&R EQUIPMENT COMPANY, INC. (CONTRACT 6713) THIS CONTRACT is made and entered into this date ______________________, by and between Southlake Equipment Company, Inc. DBA B&R Equipment Company, Inc., a Texas Company, whose address is 3100 Keller Hicks Road, Fort Worth, Texas 76244, 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 document IFB 6713, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. This Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) City of DentonIFB 6713 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); 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 The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR THIS AGREEMENT HAS BEEN BOTH BY: ______________________________ REVIEWED AND APPROVED as to AUTHORIZED SIGNATURE financial and operational obligations and business terms. Date: _______________________________ _______________ ________________ Name: ______________________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ TITLE ___________________________________ PHONE NUMBER __________________________________ DEPARTMENT ___________________________________ EMAIL ADDRESS 2018-315666 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 Exhibit A Special Terms and Conditions 1. Total Contract Amount The total Contract amount shall not exceed $100,000. Pricing shall be per Exhibit F attached for the only line items awarded by this Contract: Section B-item #14, Section C-item # 21, Section F- items # 43, 44, Section H-item # 50. 2. Contract Term This Contract term will be one (1) year, effective from date of award. This Contract shall commence upon the issuance of a Notice of Award by the City of Denton. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 Exhibit C 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City 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 gations 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, 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applica 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 address and, if applicable, the tax identification number on the invoice must exactly match the C C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; which is not covered by insurance required to be provided by the Contractor; time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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 Each of the 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 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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 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 ot be fully transferred to the City, 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 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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 arty for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, ost- 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 provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in p 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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 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 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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 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 C 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 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 Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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 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-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) 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 Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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. ADVERTISING 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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 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, any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 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 Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] 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. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be GL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity ployees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics website within seven business days. Contract # 6713 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹB&REquipmentCo.Inc. tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ FortWorthTX Numberof Estdeltime units OneMonth from Make/Model Delivery/Pickup available request Item #MonthlyRentalRentalwith UOMProductDescriptionWeeklyRental within72 Charge offered date(#of Delivery/PickUp hoursof days) request SECTION A - DOZERS RoundTrip EA 1 Dozer, Cat D8T or equivalent EA 2 Dozer, Cat D7T or equivalent EA 3 Dozer, LGP Cat D7R or equivalent EA 4 Dozer, Cat D6R or equivalent EA 5 Dozer, LGP Cat D6R or equivalent EA 6 Dozer, Cat D6K or equivalent EA 7 Dozer, Cat D5M or equivalent EA 8 Dozer, Cat D5K or equivalent EA 9 Dozer, LGP Cat D5K or equivalent EA 10 Dozer, Cat D4K or equivalent EA 11 Dozer, LGP Cat D4K or equivalent SECTION B - WHEEL LOADERS EA 12 Wheel Loader, Cat 988H or equivalent EA 13 Wheel Loader, Cat 980H or equivalent EA 14 Wheel Loader, Cat 966K or equivalent Caterpillar 966H2,667.00$ υБͲЉЉЉ͵ЉЉυВЉЉ͵ЉЉυБͲВЉЉ͵ЉЉЋЊ EA 15 Wheel Loader, Cat 962K or equivalent EA 16 Wheel Loader, Cat 950H or equivalent EA 17 Wheel Loader, Cat 938H or equivalent EA 18 Wheel Loader, Cat 930H or equivalent EA 19 Wheel Loader, Cat 924H or equivalent SECTION C- MOTOR GRADERS EAMotor Grader, Cat 12M or equivalent 20 EA 21 Motor Grader, Cat 140M or equivalent Cat 140H/M2,167.00$ υЏͲЎЉЉ͵ЉЉυВЉЉ͵ЉЉυАͲЍЉЉ͵ЉЉЋЊ SECTION D- EXCAVATORS EA 22 Excavator, Cat 345DL or equivalent EA 23 Excavator, Cat 336DL or equivalent EA 24 Excavator, Cat 325 or equivalent EA 25 Excavator, Cat 329E or equivalent w/Grapple EA 26 Excavator, Cat 324E or equivalent EA 27 Excavator, Cat 320 or equivalent EA 28 Excavator, Cat 320DL or equivalent w/Grapple EA 29 Excavator, with hydraulic breaker 1,500 (ft lb) class, Cat 312D EA 30 Excavator, with hydraulic breaker 3,000 (ft lb) class, Cat 320DL EA 31 Excavator, with hydraulic breaker 5,000 (ft lb) class, Cat 320DL EA 32 Excavator, Cat 320 with zero tailspin or equivalent, Cat 320D EAExcavator, Mini Kubota 40 or equivalent 33 EAExcavator, Mini Kubota 57 or equivalent 34 EAExcavator, Mini Kubota 80 or equivalent 35 EA 36 Excavator, Mini Bobcat E35 or equivalent EA 37 Excavator, John Deere 225 or equivalent EA 38 Excavator, Liebherr A4904C Wheeled Excavator with 36" Dirt Bucket EA 39 Excavator, Mini Bobcat E35 or equivalent SECTION E- SOIL SCREENERS EA 40 Soil Screener, Terex/Finley 770 or equivalent - 3/8" - 1/4" screen EA Soil Screener, Terex/Finely 790 or equivalent - 3/8" - 1/4" screen NO AWARD 41 SECTION F - TRUCKS (OFF ROAD) EA Truck, (Off-Road), Cat 725 or equivalent 42 EA 43 Truck, (Off-Road), Cat 730 or equivalent Caterpillar 7353,000.00$ υВͲЉЉЉ͵ЉЉυВЉЉ͵ЉЉυВͲВЉЉ͵ЉЉЋЊ EA Truck, (Off-Road), Cat 740 or equivalent 44 Caterpillar 7403,334.00$ υЊЉͲЉЉЉ͵ЉЉυЊͲЎЉЉ͵ЉЉυЊЊͲЎЉЉ͵ЉЉЋЊ SECTION G- SCRAPERS EA 45 Scraper, Cat 623G or equivalent EA 46 Scraper, Cat 621G or equivalent - NO AWARD EA 47 Scraper, Cat 615C or equivalent EA 48 Scraper, Cat 613G or equivalent SECTION H-TRACK LOADERS EA 49 Track Loader, Cat 973D or equivalent - NO AWARD EA 50 Track Loader, Cat 963D or equivalent Caterpillar 963D2,000.00$ υЏͲЉЉЉ͵ЉЉυВЉЉ͵ЉЉυЏͲВЉЉ͵ЉЉЋЊ EA 51 Track Loader, Cat 953D or equivalent SECTION I- COMPACTORS Compactor, Bowmag 124DH or equivalent EA 52 EA Compactor, Cat 825 or equivalent - NO AWARD 53 EA Compactor, Cat 815F or equivalent 54 EA Compactor, Cat CP56 or equivalent 55 EA 56 Compactor, Cat CS56 or equivalent EA Compactor, Cat CP-323-C or equivalent 57 EA 58 Wacker Trench Roller, RT5620 or equivalent with 22" drum EA 59 Wacker Trench Roller, RT5620 or equivalent with 32" drum DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹB&REquipmentCo.Inc. tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ FortWorthTX Numberof Estdeltime units OneMonth from Make/Model Delivery/Pickup available request Item #MonthlyRentalRentalwith UOMProductDescriptionWeeklyRental within72 Charge offered date(#of Delivery/PickUp hoursof days) request SECTION J - WATER WAGONS (OFF-ROAD) EA 60 Water Wagon, (Off-Road), Cat 613 or equivalent EA 61 Water Wagon, (Off-Road), Cat 725 or equivalent SECTION K - WATER TRUCKS (ON-ROAD): Must be TxDOT Approved with License Pla EA Water Truck (On-Road), 2,000 gal. 62 EA Water Truck (On-Road), 3,750 or 4,000 gal. 63 SECTION L - MIXERS/RECYCLERS EA Mixer/Recycler, Bomag 100R or equivalent 64 EA Mixer/Recycler, CMI 325 or equivalent 65 EA Mixer/Recycler, CMI 500 or equivalent 66 SECTION M - ASPHALT-LAY DOWN MACHINE EA Asphalt - Lay Down Machine, 8ft. - 15 ft. 67 SECTION N - ASPHALT ROLLERS Asphalt Roller, Cat CB24B 3 ton or equivalent EA 68 EA Asphalt Roller, 9 ton 69 EA Asphalt Roller, 12 ton 70 SECTION O - ASPHALT MILLING MACHINES EA Asphalt Milling Machine, 4 ft. head 71 EA Asphalt Milling Machine, 6 ft. head 72 SECTION P - BROOM EA Brock RJ350 Broom or equivalent 73 EA Option: Additional cost for gutter boom attachment-NO AWARD 74 SECTION Q - DUMP TRUCK (ON-ROAD): Must be TxDOT Approved with License Plates EA Dump Truck, 12 Yard-NO AWARD 75 SECTION R - BACKHOES EA Backhoe, Case 580SN or equivalent - 96hp class 76 EA 77 Backhoe, Case 590N or equivalent - 110hp class Options added to Backhoe base price: EA Additional cost for cab with air conditioning 76-77a EAAdditional cost for 4-wheel drive 76-77b EA Additional cost for extendadig 76-77c SECTION S - SKIDSTEERS EA Skidsteer, Cat 216B or equivalent 78 EA Skidsteer, Cat 226B or equivalent 79 EA Skidsteer, Cat 236B or equivalent 80 EA Skidsteer, Cat 246C or equivalent 81 EA Skidsteer, Cat 256C or equivalent 82 EA Skidsteer, Cat 262C or equivalent 83 EA Skidsteer, Cat 272C or equivalent 84 EA 85 Skidsteer, Track Loader Walkbehind Toro TX427, or equivalent EA 86 Skidsteer, Track Loader Bobcat T550 Track Unit or equivalent EA 87 Skidsteer, Track Loader Kubota SVL 75 Track Unit or equivalent EA 88 Skidsteer, Track Loader Kubota SVL 95 Track Unit or equivalent SECTION T- Hydro Exacavators EA Ditch Witch MV 800 or equivalent 89 DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: AC72B4EE-ABE0-4258-AB00-10ECE3FDC704 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: AC72B4EEABE04258AB0010ECE3FDC704Status: Sent Subject: Please DocuSign: City Council Contract 6713-B&R Equipment Co., Inc. Source Envelope: Document Pages: 36Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/5/2018 8:43:38 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/5/2018 9:12:55 AM Completed jody.word@cityofdenton.comViewed: 12/5/2018 9:13:14 AM BuyerSigned: 12/5/2018 9:14:10 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 12/5/2018 9:14:14 AM mack.reinwand@cityofdenton.comViewed: 12/5/2018 9:18:43 AM City of DentonSigned: 12/5/2018 9:24:43 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Ron FieldsSent: 12/5/2018 9:24:45 AM rfields@brequipmentco.comResent: 12/10/2018 8:23:03 AM equip mgrViewed: 12/5/2018 5:23:41 PM B & RSigned: 12/10/2018 8:28:19 AM Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 71.244.26.16 (None) Electronic Record and Signature Disclosure: Accepted: 12/5/2018 5:23:41 PM ID: b0812b53-fe15-48a3-824d-1ef7ad93fbc5 Antonio Puente, Jr.Sent: 12/10/2018 8:28:21 AM Antonio.Puente@cityofdenton.comViewed: 12/10/2018 4:17:21 PM Chief Financial OfficerSigned: 12/10/2018 4:18:28 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/10/2018 4:17:21 PM ID: 37e3a1c1-b499-4d22-bc5d-515db1f777b7 Signer EventsSignatureTimestamp Tabitha MillsopSent: 12/10/2018 4:18:30 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) 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 (None) 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: 12/5/2018 9:14:12 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett Marissa.Barrett@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Holland Brad.Holland@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Thomas Petermann Thomas@brequipmentco.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/10/2018 4:18:31 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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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. DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CLOSNER EQUIPMENT CO., INC. (CONTRACT 6713) THIS CONTRACT is made and entered into this date ______________________, by and between Closner Equipment Co., Inc., a Texas Corporation, whose address is 21910 FM 2252, PO Box 917, Schertz, Texas 78154, 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 document IFB 6713, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. This Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) IFB 6713 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); 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 doc The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR THIS AGREEMENT HAS BEEN BOTH BY: ______________________________ REVIEWED AND APPROVED as to AUTHORIZED SIGNATURE financial and operational obligations and business terms. Date: _______________________________ Name: ______________________________ _______________ ________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ ___________________________________ TITLE PHONE NUMBER __________________________________ ___________________________________ DEPARTMENT EMAIL ADDRESS 2018-378265 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $115,000. Pricing shall be per Exhibit F Pricing shall be per Exhibit F for awarded line items attached. Pricing shall be per Exhibit F attached for the only line items awarded by this Contract: Section L-item # 65, 66, Section O-item # 71. 2. Contract Term This Contract term will be one (1) year, effective from date of award. This Contract shall commence upon the issuance of a Notice of Award by the City of Denton. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 Exhibit C 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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 state 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 furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, ies. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contract 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 informati C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within 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; ees or contractors, 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 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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 under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising ontractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract 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 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate Contractor shall assist and cooperate with the City to the fullest extent to enforce such 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 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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, los 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 , 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 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, hout - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the ndor 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 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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 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 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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 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 effect 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 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 Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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. 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 Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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. ADVERTISINGior 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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 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, ion, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 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 Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] 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. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be g CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity ployees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics website within seven business days. Contract # 6713 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹClosnerEquipmentCo.,Inc. tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ FortWorth,Schertz&Manor,TX bǒƒĬĻƩƚŅ 9ƭƷķĻƌ ǒƓźƷƭ OneMonth ƷźƒĻŅƩƚƒ Delivery/Pickup ğǝğźƌğĬƌĻ Item #MonthlyRentalRentalwith ƩĻƨǒĻƭƷ UOMProductDescriptionMake/ModelofferedWeeklyRental ǞźƷŷźƓАЋ Charge ķğƷĻΛϔƚŅ Delivery/PickUp ŷƚǒƩƭƚŅ ķğǤƭΜ ƩĻƨǒĻƭƷ SECTION A - DOZERS RoundTrip EA 1 Dozer, Cat D8T or equivalent EA 2 Dozer, Cat D7T or equivalent EA 3 Dozer, LGP Cat D7R or equivalent EA 4 Dozer, Cat D6R or equivalent EA 5 Dozer, LGP Cat D6R or equivalent EA 6 Dozer, Cat D6K or equivalent EA 7 Dozer, Cat D5M or equivalent EA 8 Dozer, Cat D5K or equivalent EA 9 Dozer, LGP Cat D5K or equivalent EA 10 Dozer, Cat D4K or equivalent EA 11 Dozer, LGP Cat D4K or equivalent SECTION B - WHEEL LOADERS EA 12 Wheel Loader, Cat 988H or equivalent EA 13 Wheel Loader, Cat 980H or equivalent EA 14 Wheel Loader, Cat 966K or equivalent EA 15 Wheel Loader, Cat 962K or equivalent EA 16 Wheel Loader, Cat 950H or equivalent EA 17 Wheel Loader, Cat 938H or equivalent EA 18 Wheel Loader, Cat 930H or equivalent EA 19 Wheel Loader, Cat 924H or equivalent SECTION C- MOTOR GRADERS EAMotor Grader, Cat 12M or equivalent 20 EA 21 Motor Grader, Cat 140M or equivalent SECTION D- EXCAVATORS EA 22 Excavator, Cat 345DL or equivalent EA 23 Excavator, Cat 336DL or equivalent EA 24 Excavator, Cat 325 or equivalent EA 25 Excavator, Cat 329E or equivalent w/Grapple EA 26 Excavator, Cat 324E or equivalent EA 27 Excavator, Cat 320 or equivalent EA 28 Excavator, Cat 320DL or equivalent w/Grapple EA 29 Excavator, with hydraulic breaker 1,500 (ft lb) class, Cat 312D EA 30 Excavator, with hydraulic breaker 3,000 (ft lb) class, Cat 320DL EA 31 Excavator, with hydraulic breaker 5,000 (ft lb) class, Cat 320DL EA 32 Excavator, Cat 320 with zero tailspin or equivalent, Cat 320D EAExcavator, Mini Kubota 40 or equivalent 33 EAExcavator, Mini Kubota 57 or equivalent 34 EAExcavator, Mini Kubota 80 or equivalent 35 EA 36 Excavator, Mini Bobcat E35 or equivalent EA 37 Excavator, John Deere 225 or equivalent EA 38 Excavator, Liebherr A4904C Wheeled Excavator with 36" Dirt Bucket EA 39 Excavator, Mini Bobcat E35 or equivalent SECTION E- SOIL SCREENERS EA 40 Soil Screener, Terex/Finley 770 or equivalent - 3/8" - 1/4" screen EA Soil Screener, Terex/Finely 790 or equivalent - 3/8" - 1/4" screen NO AWARD 41 SECTION F - TRUCKS (OFF ROAD) EA Truck, (Off-Road), Cat 725 or equivalent 42 EA 43 Truck, (Off-Road), Cat 730 or equivalent EA Truck, (Off-Road), Cat 740 or equivalent 44 SECTION G- SCRAPERS EA 45 Scraper, Cat 623G or equivalent EA 46 Scraper, Cat 621G or equivalent - NO AWARD EA 47 Scraper, Cat 615C or equivalent EA 48 Scraper, Cat 613G or equivalent SECTION H-TRACK LOADERS EA 49 Track Loader, Cat 973D or equivalent - NO AWARD EA 50 Track Loader, Cat 963D or equivalent EA 51 Track Loader, Cat 953D or equivalent SECTION I- COMPACTORS Compactor, Bowmag 124DH or equivalent EA 52 EA Compactor, Cat 825 or equivalent - NO AWARD 53 EA Compactor, Cat 815F or equivalent 54 EA Compactor, Cat CP56 or equivalent 55 EA 56 Compactor, Cat CS56 or equivalent EA Compactor, Cat CP-323-C or equivalent 57 EA 58 Wacker Trench Roller, RT5620 or equivalent with 22" drum EA 59 Wacker Trench Roller, RT5620 or equivalent with 32" drum DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹClosnerEquipmentCo.,Inc. tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ FortWorth,Schertz&Manor,TX bǒƒĬĻƩƚŅ 9ƭƷķĻƌ ǒƓźƷƭ OneMonth ƷźƒĻŅƩƚƒ Delivery/Pickup ğǝğźƌğĬƌĻ Item #MonthlyRentalRentalwith ƩĻƨǒĻƭƷ UOMProductDescriptionMake/ModelofferedWeeklyRental ǞźƷŷźƓАЋ Charge ķğƷĻΛϔƚŅ Delivery/PickUp ŷƚǒƩƭƚŅ ķğǤƭΜ ƩĻƨǒĻƭƷ SECTION J - WATER WAGONS (OFF-ROAD) EA 60 Water Wagon, (Off-Road), Cat 613 or equivalent EA 61 Water Wagon, (Off-Road), Cat 725 or equivalent SECTION K - WATER TRUCKS (ON-ROAD): Must be TxDOT Approved with License Pla EA Water Truck (On-Road), 2,000 gal. 62 EA Water Truck (On-Road), 3,750 or 4,000 gal. 63 SECTION L - MIXERS/RECYCLERS EA Mixer/Recycler, Bomag 100R or equivalent 64 EA Mixer/Recycler, CMI 325 or equivalent 65 Roadtec SX2eno bid υЊЍͲЉЉЉ͵ЉЉυЊͲЉЎЉ͵ЉЉυЊЎͲЉЎЉ͵ЉЉЌķğǤƭЋ EA Mixer/Recycler, CMI 500 or equivalent 66 Roadtec SX5eno bid υЊВͲЉЉЉ͵ЉЉυЊͲВЋЎ͵ЉЉυЋЉͲВЋЎ͵ЉЉЌķğǤƭЊ SECTION M - ASPHALT-LAY DOWN MACHINE EA Asphalt - Lay Down Machine, 8ft. - 15 ft. 67 SECTION N - ASPHALT ROLLERS Asphalt Roller, Cat CB24B 3 ton or equivalent EA 68 EA Asphalt Roller, 9 ton 69 EA Asphalt Roller, 12 ton 70 SECTION O - ASPHALT MILLING MACHINES EA Asphalt Milling Machine, 4 ft. headRoadtec RX300e 71 no bid υЊВͲЉЉЉ͵ЉЉυЊͲЍЉЉ͵ЉЉυЋЉͲЍЉЉ͵ЉЉЌķğǤƭЊ EA Asphalt Milling Machine, 6 ft. head 72 SECTION P - BROOM EA Brock RJ350 Broom or equivalent 73 EA Option: Additional cost for gutter boom attachment-NO AWARD 74 SECTION Q - DUMP TRUCK (ON-ROAD): Must be TxDOT Approved with License Plates EA Dump Truck, 12 Yard-NO AWARD 75 SECTION R - BACKHOES EA Backhoe, Case 580SN or equivalent - 96hp class 76 EA 77 Backhoe, Case 590N or equivalent - 110hp class Options added to Backhoe base price: EA Additional cost for cab with air conditioning 76-77a EAAdditional cost for 4-wheel drive 76-77b EA Additional cost for extendadig 76-77c SECTION S - SKIDSTEERS EA Skidsteer, Cat 216B or equivalent 78 EA Skidsteer, Cat 226B or equivalent 79 EA Skidsteer, Cat 236B or equivalent 80 EA Skidsteer, Cat 246C or equivalent 81 EA Skidsteer, Cat 256C or equivalent 82 EA Skidsteer, Cat 262C or equivalent 83 EA Skidsteer, Cat 272C or equivalent 84 EA 85 Skidsteer, Track Loader Walkbehind Toro TX427, or equivalent EA 86 Skidsteer, Track Loader Bobcat T550 Track Unit or equivalent EA 87 Skidsteer, Track Loader Kubota SVL 75 Track Unit or equivalent EA 88 Skidsteer, Track Loader Kubota SVL 95 Track Unit or equivalent SECTION T- Hydro Exacavators EA Ditch Witch MV 800 or equivalent 89 DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 56F956D4-EE1D-45CF-8EB1-F766C5644782 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: 56F956D4EE1D45CF8EB1F766C5644782Status: Sent Subject: Please DocuSign: City Council Contract 6713-Closner Equip. Co. Source Envelope: Document Pages: 36Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/5/2018 7:24:03 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/5/2018 7:35:10 AM Completed jody.word@cityofdenton.comViewed: 12/5/2018 7:35:18 AM BuyerSigned: 12/5/2018 7:36:33 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 12/5/2018 7:36:36 AM mack.reinwand@cityofdenton.comViewed: 12/5/2018 10:17:05 AM City of DentonSigned: 12/5/2018 10:17:52 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Timothy HaeckerSent: 12/5/2018 10:17:55 AM timhaecker@closner.comResent: 12/5/2018 12:22:44 PM ControllerViewed: 12/7/2018 6:52:57 AM Closner Equipment Co., Inc.Signed: 12/7/2018 7:02:33 AM Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 24.153.175.234 (None) Electronic Record and Signature Disclosure: Accepted: 12/7/2018 6:52:57 AM ID: 67983ecb-dfaa-4074-93f5-131c2241252e Antonio Puente, Jr.Sent: 12/7/2018 7:02:36 AM Antonio.Puente@cityofdenton.comViewed: 12/7/2018 7:34:16 AM Chief Financial OfficerSigned: 12/7/2018 7:34:46 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/7/2018 7:34:16 AM ID: 1aa16e41-e61f-4376-91d3-ee7622abbabc Signer EventsSignatureTimestamp Tabitha MillsopSent: 12/7/2018 7:34:49 AM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) 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 (None) 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: 12/5/2018 7:36:35 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett Marissa.Barrett@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Holland Brad.Holland@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/7/2018 7:34:49 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. 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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. DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND HERC RENTALS INC. (CONTRACT 6713) THIS CONTRACT is made and entered into this date ______________________, by and between Herc Rentals Inc., a Delaware Corporation, whose address is 27500 Riverview Center Blvd., Bonita Springs, Florida, 34134, 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 document IFB 6713, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. This Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) IFB 6713 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); 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 abo The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ THIS AGREEMENT HAS BEEN BOTH AUTHORIZED SIGNATURE REVIEWED AND APPROVED as to financial and operational obligations and Date: _______________________________ business terms. Name:______________________________ _______________ ________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ ___________________________________ TITLE PHONE NUMBER __________________________________ ___________________________________ DEPARTMENT EMAIL ADDRESS 2018-319176 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $50,000. Pricing shall be per Exhibit F attached for the only line items awarded by this Contract: Section D-item # 36, 39, Section N-items # 68. 2. Contract Term The contract term will be one (1) year, effective from date of award. The contract shall commence upon the issuance of a Notice of Award by the City of Denton. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F Exhibit C 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. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 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 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 all furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, cilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: Th 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 C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within les 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; mployees or contractors, 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 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 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 under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract 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 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. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and 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. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate Contractor shall assist and cooperate with the City to the fullest extent to enforce such 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 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. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 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, 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 ffer, 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 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, without - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the 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 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. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 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 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 ER 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. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificate 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 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. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 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 C notice of erosion of the aggregate limits below occurrence limits for all applicable required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 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 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 Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 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 se rights, 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- 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) 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 Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F wnership of any 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. ADVERTISING 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. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 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 Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/e be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 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 and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent 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. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 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 Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] 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. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity oyees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics e within seven business days. Contract # 6713 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 9ǣŷźĬźƷ C wĻƭƦƚƓķĻƓƷγƭ .ǒƭźƓĻƭƭ bğƒĻʹIĻƩĭ wĻƓƷğƌƭ LƓĭ͵ tƌğĭĻ ƚŅ .ǒƭźƓĻƭƭ Λ/źƷǤ ε Ή{ƷğƷĻΜ 5ĻƓƷƚƓͲ 9ƭƷźƒğƷĻķ hƓĻ aƚƓƷŷ ķĻƌźǝĻƩǤ ƷźƒĻ bǒƒĬĻƩ ƚŅ ǒƓźƷƭ ağƉĻΉaƚķĻƌ ĻĻƉƌǤ 5ĻƌźǝĻƩǤΉtźĭƉǒ aƚƓƷƌǤ wĻƓƷğƌŅƩƚƒ ƩĻƨǒĻƭƷ ğǝğźƌğĬƌĻ ǞźƷŷźƓ АЋ Item #tƩƚķǒĭƷ 5ĻƭĭƩźƦƷźƚƓ wĻƓƷğƌ ǞźƷŷ ha Ʀ /ŷğƩŭĻ ƚŅŅĻƩĻķwĻƓƷğƌ ŷƚǒƩƭ ƚŅ ƩĻƨǒĻƭƷ ķğƷĻ Λϔ ƚŅ 5ĻƌźǝĻƩǤΉtźĭƉǒƦ ķğǤƭΜ SECTION A - DOZERS EA 1 Dozer, Cat D8T or equivalent EA Dozer, Cat D7T or equivalent 2 EA 3 Dozer, LGP Cat D7R or equivalent EA Dozer, Cat D6R or equivalent 4 EA 5 Dozer, LGP Cat D6R or equivalent EA 6 Dozer, Cat D6K or equivalent EA 7 Dozer, Cat D5M or equivalent EA Dozer, Cat D5K or equivalent 8 EA 9 Dozer, LGP Cat D5K or equivalent EA Dozer, Cat D4K or equivalent 10 EA 11 Dozer, LGP Cat D4K or equivalent SECTION B - WHEEL LOADERS EA 12 Wheel Loader, Cat 988H or equivalent EA 13 Wheel Loader, Cat 980H or equivalent EA 14 Wheel Loader, Cat 966K or equivalent EA 15 Wheel Loader, Cat 962K or equivalent EA 16 Wheel Loader, Cat 950H or equivalent EA 17 Wheel Loader, Cat 938H or equivalent EA Wheel Loader, Cat 930H or equivalent 18 EA 19 Wheel Loader, Cat 924H or equivalent SECTION C- MOTOR GRADERS EA Motor Grader, Cat 12M or equivalent 20 EA 21 Motor Grader, Cat 140M or equivalent SECTION D- EXCAVATORS EA 22 Excavator, Cat 345DL or equivalent EA 23 Excavator, Cat 336DL or equivalent EA 24 Excavator, Cat 325 or equivalent EA 25 Excavator, Cat 329E or equivalent w/Grapple EA 26 Excavator, Cat 324E or equivalent EA 27 Excavator, Cat 320 or equivalent EA 28 Excavator, Cat 320DL or equivalent w/Grapple EA 29 Excavator, with hydraulic breaker 1,500 (ft lb) class, Cat 312D EA 30 Excavator, with hydraulic breaker 3,000 (ft lb) class, Cat 320DL EA 31 Excavator, with hydraulic breaker 5,000 (ft lb) class, Cat 320DL EA 32 Excavator, Cat 320 with zero tailspin or equivalent, Cat 320D Excavator, Mini Kubota 40 or equivalent EA 33 Excavator, Mini Kubota 57 or equivalent EA 34 Excavator, Mini Kubota 80 or equivalent EA 35 EA 36 Excavator, Mini Bobcat E35 or equivalentBobcat E35$ 679.00 υ ЊͲЎЊЌ͵ЉЉ υ ЊАЉ͵ЉЉ υ ЊͲЎАА͵ЉЉ ЊЊЌ EA 37 Excavator, John Deere 225 or equivalent EA 38 Excavator, Liebherr A4904C Wheeled Excavator with 36" Dirt Bucket EA 39 Excavator, Mini Bobcat E35 or equivalentBobcat E35$ 679.00 υ ЊͲЎЊЌ͵ЉЉ υ ЊАЉ͵ЉЉ υ ЊͲЏБЌ͵ЉЉ ЊЊЌ SECTION E- SOIL SCREENERS EA 40 Soil Screener, Terex/Finley 770 or equivalent - 3/8" - 1/4" screen EA 41 Soil Screener, Terex/Finely 790 or equivalent - NO AWARD SECTION F - TRUCKS (OFF ROAD) EA Truck, (Off-Road), Cat 725 or equivalent 42 EA 43 Truck, (Off-Road), Cat 730 or equivalent EA Truck, (Off-Road), Cat 740 or equivalent 44 SECTION G- SCRAPERS EA 45 Scraper, Cat 623G or equivalent EA 46 Scraper, Cat 621G or equivalent NO AWARD EA 47 Scraper, Cat 615C or equivalent EA 48 Scraper, Cat 613G or equivalent SECTION H-TRACK LOADERS EA 49 Track Loader, Cat 973D or equivalent NO AWARD EA 50 Track Loader, Cat 963D or equivalent EA 51 Track Loader, Cat 953D or equivalent SECTION I- COMPACTORS Compactor, Bowmag 124DH or equivalent EA 52 EA Compactor, Cat 825 or equivalent NO AWARD 53 EA Compactor, Cat 815F or equivalent 54 EA Compactor, Cat CP56 or equivalent 55 EA 56 Compactor, Cat CS56 or equivalent EA Compactor, Cat CP-323-C or equivalent 57 EA 58 Wacker Trench Roller, RT5620 or equivalent with 22" drum EA 59 Wacker Trench Roller, RT5620 or equivalent with 32" drum DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F 9ǣŷźĬźƷ C wĻƭƦƚƓķĻƓƷγƭ .ǒƭźƓĻƭƭ bğƒĻʹIĻƩĭ wĻƓƷğƌƭ LƓĭ͵ tƌğĭĻ ƚŅ .ǒƭźƓĻƭƭ Λ/źƷǤ ε Ή{ƷğƷĻΜ 5ĻƓƷƚƓͲ 9ƭƷźƒğƷĻķ hƓĻ aƚƓƷŷ ķĻƌźǝĻƩǤ ƷźƒĻ bǒƒĬĻƩ ƚŅ ǒƓźƷƭ ağƉĻΉaƚķĻƌ ĻĻƉƌǤ 5ĻƌźǝĻƩǤΉtźĭƉǒ aƚƓƷƌǤ wĻƓƷğƌŅƩƚƒ ƩĻƨǒĻƭƷ ğǝğźƌğĬƌĻ ǞźƷŷźƓ АЋ Item #tƩƚķǒĭƷ 5ĻƭĭƩźƦƷźƚƓ wĻƓƷğƌ ǞźƷŷ ha Ʀ /ŷğƩŭĻ ƚŅŅĻƩĻķwĻƓƷğƌ ŷƚǒƩƭ ƚŅ ƩĻƨǒĻƭƷ ķğƷĻ Λϔ ƚŅ 5ĻƌźǝĻƩǤΉtźĭƉǒƦ ķğǤƭΜ SECTION A - DOZERS SECTION J - WATER WAGONS (OFF-ROAD) EA 60 Water Wagon, (Off-Road), Cat 613 or equivalent EA 61 Water Wagon, (Off-Road), Cat 725 or equivalent SECTION K - WATER TRUCKS (ON-ROAD): Must be TxDOT Approved with License Plates and Tags EA Water Truck (On-Road), 2,000 gal. 62 EA Water Truck (On-Road), 3,750 or 4,000 gal. 63 SECTION L - MIXERS/RECYCLERS EA Mixer/Recycler, Bomag 100R or equivalent 64 EA Mixer/Recycler, CMI 325 or equivalent 65 EA Mixer/Recycler, CMI 500 or equivalent 66 SECTION M - ASPHALT-LAY DOWN MACHINE EA Asphalt - Lay Down Machine, 8ft. - 15 ft. 67 SECTION N - ASPHALT ROLLERS Asphalt Roller, Cat CB24B 3 ton or equivalent EA 68$ 627.00 υ ЊͲЍЉА͵ЉЉ υ ЊАЉ͵ЉЉ υ ЊͲЎАА͵ЉЉ ЊА EA Asphalt Roller, 9 ton 69 EA Asphalt Roller, 12 ton 70 SECTION O - ASPHALT MILLING MACHINES EA Asphalt Milling Machine, 4 ft. head 71 EA Asphalt Milling Machine, 6 ft. head 72 SECTION P - BROOM EA Brock RJ350 Broom or equivalent 73 EA Option: Additional cost for gutter boom attachment NO AWARD 74 SECTION Q - DUMP TRUCK (ON-ROAD): Must be TxDOT Approved with License Plates and Tags EA Dump Truck, 12 Yard NO AWARD 75 SECTION R - BACKHOES EA Backhoe, Case 580SN or equivalent - 96hp class 76 EA 77 Backhoe, Case 590N or equivalent - 110hp class Options added to Backhoe base price: EA Additional cost for cab with air conditioning 76-77a EA Additional cost for 4-wheel drive 76-77b EA Additional cost for extendadig 76-77c SECTION S - SKIDSTEERS EA Skidsteer, Cat 216B or equivalent 78 EA Skidsteer, Cat 226B or equivalent 79 EA Skidsteer, Cat 236B or equivalent 80 EA Skidsteer, Cat 246C or equivalent 81 EA Skidsteer, Cat 256C or equivalent 82 EA Skidsteer, Cat 262C or equivalent 83 EA Skidsteer, Cat 272C or equivalent 84 EA 85 Skidsteer, Track Loader Walkbehind Toro TX427, or equivalent EA 86 Skidsteer, Track Loader Bobcat T550 Track Unit or equivalent EA 87 Skidsteer, Track Loader Kubota SVL 75 Track Unit or equivalent EA 88 Skidsteer, Track Loader Kubota SVL 95 Track Unit or equivalent SECTION T- Hydro Exacavators Ditch Witch MV 800 or equivalent EA 89 DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: F1449C75-559B-4E8F-8A1D-EEC7AE04F85F Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: F1449C75559B4E8F8A1DEEC7AE04F85FStatus: Sent Subject: Please DocuSign: City Council Contract 6713-Herc Rentals Inc. Source Envelope: Document Pages: 36Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/5/2018 12:23:22 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/5/2018 12:28:57 PM Completed jody.word@cityofdenton.comViewed: 12/5/2018 12:29:06 PM BuyerSigned: 12/5/2018 12:30:02 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 12/5/2018 12:30:06 PM mack.reinwand@cityofdenton.comViewed: 12/5/2018 12:50:47 PM City of DentonSigned: 12/5/2018 12:51:08 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jason OosterbeekSent: 12/5/2018 12:51:11 PM Hercbids@hercrentals.comViewed: 12/6/2018 12:32:08 PM Vice PresidentSigned: 12/6/2018 12:34:31 PM Herc Rentals Inc. Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 207.210.222.68 (None) Electronic Record and Signature Disclosure: Accepted: 12/6/2018 12:32:08 PM ID: e517c13c-6523-4344-bda2-e70849222f2a Antonio Puente, Jr.Sent: 12/6/2018 12:34:34 PM Antonio.Puente@cityofdenton.comViewed: 12/6/2018 1:56:13 PM Chief Financial OfficerSigned: 12/6/2018 1:57:16 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/6/2018 1:56:13 PM ID: 1f0f9d2d-75be-419a-89e6-c737301c757e Signer EventsSignatureTimestamp Tabitha MillsopSent: 12/6/2018 1:57:19 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) 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 (None) 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: 12/5/2018 12:30:05 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett Marissa.Barrett@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Holland Brad.Holland@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/6/2018 1:57:19 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. DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND KIRBY-SMITH MACHINERY, INC. (CONTRACT 6713) THIS CONTRACT is made and entered into this date ______________________, by and between Kirby-Smith Machinery, Inc., a Oklahoma Corporation, whose address is 8505 S. Central Expressway, Dallas, Texas 75241, 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 document IFB 6713, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. This Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) IFB 6713 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); 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 The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR THIS AGREEMENT HAS BEEN BOTH BY: ______________________________ REVIEWED AND APPROVED as to AUTHORIZED SIGNATURE financial and operational obligations and business terms. Date: _______________________________ _______________ ________________ Name: ______________________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ TITLE ___________________________________ PHONE NUMBER __________________________________ DEPARTMENT ___________________________________ EMAIL ADDRESS 2018-318380 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $150,000. Pricing shall be per Exhibit F attached for the only line items awarded by this Contract: Section A-item # 1, 2, Section D-item # 25, Section O- items # 72. 2. Contract Term This Contract term will be one (1) year, effective from date of award. This Contract shall commence upon the issuance of a Notice of Award by the City of Denton. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 Exhibit C 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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 state 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 furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, lities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contrac 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 informat C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within 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; or contractors, 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 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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 tute 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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-ion 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 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 the breach warrant 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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) day period, cure 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 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) calenda 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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 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 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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 he 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 effect on the Contracto 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 ty 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 Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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 ise anywhere 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-or 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) 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 Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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. ADVERTISING 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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 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, er City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) ) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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 Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] 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. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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; Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 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. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract # 6713 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹKirbySmithMachinery,inc tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ Dallas,TX bǒƒĬĻƩƚŅ 9ƭƷźƒğƷĻķ ǒƓźƷƭ ķĻƌźǝĻƩǤ Delivery/PickupOneMonthRentalwith ğǝğźƌğĬƌĻ ƷźƒĻŅƩƚƒ Item #MonthlyRental UOMProductDescriptionMake/ModelofferedWeeklyRental ǞźƷŷźƓАЋ ChargeDelivery/PickUp ƩĻƨǒĻƭƷķğƷĻ ŷƚǒƩƭƚŅ ΛϔƚŅķğǤƭΜ ƩĻƨǒĻƭƷ SECTION A - DOZERS RoundTrip EA 1 Dozer, Cat D8T or equivalent Komatsu D155 $ 5,100.00 υЊЎͲЊЌЉ͵ЉЉυЊͲЋЉЉ͵ЉЉυЊЏͲЌЌЉ͵ЉЉ ЋЋЉ EA 2 Dozer, Cat D7T or equivalent Komatsu D854,165.00$ υЊЋͲЌЋЎ͵ЉЉυЊͲЋЉЉ͵ЉЉυЊЌͲЎЋЎ͵ЉЉ ЋЊЉ EA 3 Dozer, LGP Cat D7R or equivalent EA 4 Dozer, Cat D6R or equivalent EA 5 Dozer, LGP Cat D6R or equivalent EA 6 Dozer, Cat D6K or equivalent EA 7 Dozer, Cat D5M or equivalent EA 8 Dozer, Cat D5K or equivalent EA 9 Dozer, LGP Cat D5K or equivalent EA 10 Dozer, Cat D4K or equivalent EA 11 Dozer, LGP Cat D4K or equivalent SECTION B - WHEEL LOADERS EA 12 Wheel Loader, Cat 988H or equivalent EA 13 Wheel Loader, Cat 980H or equivalent EA 14 Wheel Loader, Cat 966K or equivalent EA 15 Wheel Loader, Cat 962K or equivalent EA 16 Wheel Loader, Cat 950H or equivalent EA 17 Wheel Loader, Cat 938H or equivalent EA 18 Wheel Loader, Cat 930H or equivalent EA 19 Wheel Loader, Cat 924H or equivalent SECTION C- MOTOR GRADERS EAMotor Grader, Cat 12M or equivalent 20 EA 21 Motor Grader, Cat 140M or equivalent SECTION D- EXCAVATORS EA 22 Excavator, Cat 345DL or equivalent EA 23 Excavator, Cat 336DL or equivalent EA 24 Excavator, Cat 325 or equivalent EA 25 Komastu PC 2402,270.00$ υЏͲЏЊЎ͵ЉЉυЊͲЋЉЉ͵ЉЉυАͲБЊЎ͵ЉЉ ЋЊЎ Excavator, Cat 329E or equivalent w/Grapple EA 26 Excavator, Cat 324E or equivalent EA 27 Excavator, Cat 320 or equivalent EA 28 Excavator, Cat 320DL or equivalent w/Grapple EA 29 Excavator, with hydraulic breaker 1,500 (ft lb) class, Cat 312D EA 30 Excavator, with hydraulic breaker 3,000 (ft lb) class, Cat 320DL EA 31 Excavator, with hydraulic breaker 5,000 (ft lb) class, Cat 320DL EA 32 Excavator, Cat 320 with zero tailspin or equivalent, Cat 320D EAExcavator, Mini Kubota 40 or equivalent 33 EAExcavator, Mini Kubota 57 or equivalent 34 EAExcavator, Mini Kubota 80 or equivalent 35 EA 36 Excavator, Mini Bobcat E35 or equivalent EA 37 Excavator, John Deere 225 or equivalent EA 38 Excavator, Liebherr A4904C Wheeled Excavator with 36" Dirt Bucket EA 39 Excavator, Mini Bobcat E35 or equivalent SECTION E- SOIL SCREENERS EA 40 Soil Screener, Terex/Finley 770 or equivalent - 3/8" - 1/4" screen EA Soil Screener, Terex/Finely 790 or equivalent - 3/8" - 1/4" screen NO AWARD 41 SECTION F - TRUCKS (OFF ROAD) EA 42 Truck, (Off-Road), Cat 725 or equivalent EA 43 Truck, (Off-Road), Cat 730 or equivalent EA 44 Truck, (Off-Road), Cat 740 or equivalent SECTION G- SCRAPERS EA 45 Scraper, Cat 623G or equivalent EA 46 Scraper, Cat 621G or equivalent - NO AWARD EA 47 Scraper, Cat 615C or equivalent EA 48 Scraper, Cat 613G or equivalent SECTION H-TRACK LOADERS EA 49 Track Loader, Cat 973D or equivalent - NO AWARD EA 50 Track Loader, Cat 963D or equivalent EA 51 Track Loader, Cat 953D or equivalent SECTION I- COMPACTORS Compactor, Bowmag 124DH or equivalent EA 52 EA Compactor, Cat 825 or equivalent - NO AWARD 53 EA Compactor, Cat 815F or equivalent 54 EA Compactor, Cat CP56 or equivalent 55 EA 56 Compactor, Cat CS56 or equivalent EA Compactor, Cat CP-323-C or equivalent 57 EA 58 Wacker Trench Roller, RT5620 or equivalent with 22" drum EA 59 Wacker Trench Roller, RT5620 or equivalent with 32" drum DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹKirbySmithMachinery,inc tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ Dallas,TX bǒƒĬĻƩƚŅ 9ƭƷźƒğƷĻķ ǒƓźƷƭ ķĻƌźǝĻƩǤ Delivery/PickupOneMonthRentalwith ğǝğźƌğĬƌĻ ƷźƒĻŅƩƚƒ Item #MonthlyRental UOMProductDescriptionMake/ModelofferedWeeklyRental ǞźƷŷźƓАЋ ChargeDelivery/PickUp ƩĻƨǒĻƭƷķğƷĻ ŷƚǒƩƭƚŅ ΛϔƚŅķğǤƭΜ ƩĻƨǒĻƭƷ SECTION J - WATER WAGONS (OFF-ROAD) EA 60 Water Wagon, (Off-Road), Cat 613 or equivalent EA 61 Water Wagon, (Off-Road), Cat 725 or equivalent SECTION K - WATER TRUCKS (ON-ROAD): Must be TxDOT Approved with License Pla EA Water Truck (On-Road), 2,000 gal. 62 EA Water Truck (On-Road), 3,750 or 4,000 gal. 63 SECTION L - MIXERS/RECYCLERS EA Mixer/Recycler, Bomag 100R or equivalent 64 EA Mixer/Recycler, CMI 325 or equivalent 65 EA Mixer/Recycler, CMI 500 or equivalent 66 SECTION M - ASPHALT-LAY DOWN MACHINE EA Asphalt - Lay Down Machine, 8ft. - 15 ft. 67 SECTION N - ASPHALT ROLLERS Asphalt Roller, Cat CB24B 3 ton or equivalent EA 68 EA Asphalt Roller, 9 ton 69 EA Asphalt Roller, 12 ton 70 SECTION O - ASPHALT MILLING MACHINES EA Asphalt Milling Machine, 4 ft. head 71 EA Asphalt Milling Machine, 6 ft. headWirtgen W200 72 No bid υЊЎͲЋЊЎ͵ЉЉυЊͲЉЉЉ͵ЉЉυЊЏͲЋЊЎ͵ЉЉ ЋЍ SECTION P - BROOM EA Brock RJ350 Broom or equivalent 73 EA Option: Additional cost for gutter boom attachment-NO AWARD 74 SECTION Q - DUMP TRUCK (ON-ROAD): Must be TxDOT Approved with License Plates EA Dump Truck, 12 Yard-NO AWARD 75 SECTION R - BACKHOES EA Backhoe, Case 580SN or equivalent - 96hp class 76 EA 77 Backhoe, Case 590N or equivalent - 110hp class Options added to Backhoe base price: EA Additional cost for cab with air conditioning 76-77a EAAdditional cost for 4-wheel drive 76-77b EA Additional cost for extendadig 76-77c SECTION S - SKIDSTEERS EA Skidsteer, Cat 216B or equivalent 78 EA Skidsteer, Cat 226B or equivalent 79 EA Skidsteer, Cat 236B or equivalent 80 EA Skidsteer, Cat 246C or equivalent 81 EA Skidsteer, Cat 256C or equivalent 82 EA Skidsteer, Cat 262C or equivalent 83 EA Skidsteer, Cat 272C or equivalent 84 EA 85 Skidsteer, Track Loader Walkbehind Toro TX427, or equivalent EA 86 Skidsteer, Track Loader Bobcat T550 Track Unit or equivalent EA 87 Skidsteer, Track Loader Kubota SVL 75 Track Unit or equivalent EA 88 Skidsteer, Track Loader Kubota SVL 95 Track Unit or equivalent SECTION T- Hydro Exacavators EA Ditch Witch MV 800 or equivalent 89 DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 125FFF40-5183-425E-99C1-05C7D9DCA777 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: 125FFF405183425E99C105C7D9DCA777Status: Sent Subject: Please DocuSign: City Council Contract 6713-Kirby-Smith Machinery, Inc. Source Envelope: Document Pages: 36Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/5/2018 8:04:35 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/5/2018 8:10:02 AM Completed jody.word@cityofdenton.comViewed: 12/5/2018 8:10:09 AM BuyerSigned: 12/5/2018 8:13:27 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 12/5/2018 8:13:30 AM mack.reinwand@cityofdenton.comViewed: 12/5/2018 10:12:40 AM City of DentonSigned: 12/5/2018 10:13:22 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Sol GieserSent: 12/5/2018 10:13:24 AM sgieser@kirby-smith.comViewed: 12/5/2018 10:42:42 AM Governmental Sales ManagerSigned: 12/5/2018 10:47:19 AM Kirby-Smith Machinery, Inc Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 12.191.219.90 (None) Electronic Record and Signature Disclosure: Accepted: 12/5/2018 10:42:42 AM ID: 71e9ebaf-6ca0-4bbc-aab2-bcaaaddd82e7 Antonio Puente, Jr.Sent: 12/5/2018 10:47:22 AM Antonio.Puente@cityofdenton.comViewed: 12/5/2018 1:56:27 PM Chief Financial OfficerSigned: 12/5/2018 1:57:01 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/5/2018 1:56:27 PM ID: 9fe33528-982c-452d-a71b-caafee2f7a10 Signer EventsSignatureTimestamp Tabitha MillsopSent: 12/5/2018 1:57:04 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) 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 (None) 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: 12/5/2018 8:13:29 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett Marissa.Barrett@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Holland Brad.Holland@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/5/2018 1:57:04 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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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. DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND RDO EQUIPMENT CO. (CONTRACT 6713) THIS CONTRACT is made and entered into this date ______________________, by and between RDO Equipment Co., a Delaware Corporation, whose address is 2902 N. Central Expressway, McKinney, Texas 75071, 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 document IFB 6713, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. This Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) IFB 6713 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); 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 abo The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to Date: _______________________________ financial and operational obligations and business terms. Name: ______________________________ Title: _______________________________ _______________ ________________ SIGNATURE PRINTED NAME ___________________________________ PHONE NUMBER __________________________________ TITLE ___________________________________ EMAIL ADDRESS __________________________________ DEPARTMENT 2018-377447 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $275,000. Pricing shall be per Exhibit F attached for the only line items awarded by this Contract: Section A-item # 3, 5-7, 10, 11, Section B-item # 12, 15 18, 19, Section C- items # 20, Section D-items # 23, 37, 38, Section H-item # 51, Section R-items #77, Section S-items # 82. 2. Contract Term This Contract term will be one (1) year, effective from date of award. This Contract shall commence upon the issuance of a Notice of Award by the City of Denton. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 Exhibit C 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 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 state 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 furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: Th 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 C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within 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; agents, employees or contractors, 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 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 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 itute 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice ts under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate the City. If for any reason the man 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 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 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 ination 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 may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in he 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 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, rt costs, and prejudgment and post- 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 provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 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 ag 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 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 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 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. notice of erosion of the aggregate limits below occurrence limits for all applicable required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect 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 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 Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 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 prof 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- arranty 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 inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) 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 Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and 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 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an ices shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 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 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: 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: l 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: 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 - Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 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 Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] 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. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract # 6713 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 0CB3D5E9-A77A-421B-B52F-197CDEB21DC5 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: 0CB3D5E9A77A421BB52F197CDEB21DC5Status: Sent Subject: Please DocuSign: City Council Contract 6713-RDO Equipment Co. Source Envelope: Document Pages: 36Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/5/2018 8:23:31 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/5/2018 8:28:29 AM Completed jody.word@cityofdenton.comViewed: 12/5/2018 8:28:40 AM BuyerSigned: 12/5/2018 8:29:29 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 12/5/2018 8:29:32 AM mack.reinwand@cityofdenton.comViewed: 12/5/2018 10:13:34 AM City of DentonSigned: 12/5/2018 10:14:23 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Justen PhillipsSent: 12/5/2018 10:14:25 AM JPhillips@rdoequipment.comViewed: 12/5/2018 10:26:55 AM Sales ProfessionsalSigned: 12/5/2018 10:29:08 AM RDO Equipment Co. Signature Adoption: Drawn on Device Security Level: Email, Account Authentication Using IP Address: 174.206.8.77 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 3/23/2018 11:44:59 AM ID: 65f9a904-58e6-410a-9e58-a57afd07ebb8 Antonio Puente, Jr.Sent: 12/5/2018 10:29:11 AM Antonio.Puente@cityofdenton.comViewed: 12/5/2018 1:52:43 PM Chief Financial OfficerSigned: 12/5/2018 1:54:46 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/5/2018 1:52:43 PM ID: f8b71497-38f3-4909-bbfe-693de75781b4 Signer EventsSignatureTimestamp Tabitha MillsopSent: 12/5/2018 1:54:49 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) 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 (None) 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: 12/5/2018 8:29:31 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett Marissa.Barrett@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Holland Brad.Holland@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/5/2018 1:54:49 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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DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ROMCO EQUIPMENT CO., LLC (CONTRACT 6713) THIS CONTRACT is made and entered into this date ______________________, by and between ROMCO Equipment Co., LLC, a Texas Limited Liability Company, whose address is 1519 West Belt Line Road, Carrollton, Texas 75006, 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 document IFB 6713, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. This Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) IFB 6713 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); 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 The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR THIS AGREEMENT HAS BEEN BOTH BY: ______________________________ REVIEWED AND APPROVED as to AUTHORIZED SIGNATURE financial and operational obligations and business terms. Date: _______________________________ _______________ ________________ Name: ______________________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ TITLE ___________________________________ PHONE NUMBER __________________________________ DEPARTMENT ___________________________________ EMAIL ADDRESS 2018-392231 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $50,000. Pricing shall be per Exhibit F attached for the only line items awarded by this Contract: Section D-item # 24, 29, 30, Section M- items # 67, Section N-items # 69, 70. 2. Contract Term This Contract term will be one (1) year, effective from date of award. This Contract shall commence upon the issuance of a Notice of Award by the City of Denton. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 Exhibit C 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 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 state 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 furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Con 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 info C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within 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; yees or contractors, 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 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 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 to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract 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 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate the City. If for any reason the manuf 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 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 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 ion 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 be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in actor 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 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 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 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contrac subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 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 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 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 co required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the 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 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 Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 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 and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the 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-s behalf. 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) rees 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 Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 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. ADVERTISING: The Contractor shall not advertise or publish, without 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 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 Conflict 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, worker control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 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 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 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. rms and conditions 4. Purchase order 5. Supplier terms and conditions Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] 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. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity oyees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract # 6713 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹROMCOEquipmentCompany tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ Carrollton,TX EstimatedNumberof deliveryunits Delivery/PickupOneMonthRentalwith timefromavailable Item #MonthlyRental UOMProductDescription\\WeeklyRental requestwithin72 ChargeDelivery/PickUp date(#ofhoursof days)request SECTION A - DOZERS OneWay EA 1 Dozer, Cat D8T or equivalent EA 2 Dozer, Cat D7T or equivalent EA 3 Dozer, LGP Cat D7R or equivalent EA 4 Dozer, Cat D6R or equivalent EA 5 Dozer, LGP Cat D6R or equivalent EA 6 Dozer, Cat D6K or equivalent EA 7 Dozer, Cat D5M or equivalent EA 8 Dozer, Cat D5K or equivalent EA 9 Dozer, LGP Cat D5K or equivalent EA 10 Dozer, Cat D4K or equivalent EA 11 Dozer, LGP Cat D4K or equivalent SECTION B - WHEEL LOADERS EA 12 Wheel Loader, Cat 988H or equivalent EA 13 Wheel Loader, Cat 980H or equivalent EA 14 Wheel Loader, Cat 966K or equivalent EA 15 Wheel Loader, Cat 962K or equivalent EA 16 Wheel Loader, Cat 950H or equivalent EA 17 Wheel Loader, Cat 938H or equivalent EA 18 Wheel Loader, Cat 930H or equivalent EA 19 Wheel Loader, Cat 924H or equivalent SECTION C- MOTOR GRADERS EAMotor Grader, Cat 12M or equivalent 20 EA 21 Motor Grader, Cat 140M or equivalent SECTION D- EXCAVATORS EA 22 Excavator, Cat 345DL or equivalent EA 23 Excavator, Cat 336DL or equivalent EA Ќ 24 Excavator, Cat 325 or equivalent Volvo EC250E1,866.67$ υЎͲЏЉЉ͵ЉЉυЍЊЉ͵ЉЉυЏͲЍЋЉ͵ЉЉ ЊЎķğǤƭ EA 25 Excavator, Cat 329E or equivalent w/Grapple EA 26 Excavator, Cat 324E or equivalent EA 27 Excavator, Cat 320 or equivalent EA 28 Excavator, Cat 320DL or equivalent w/Grapple EA Ѝ 29 Volvo EC140E, w$ 1,533.33 υЍͲЏЉЉ͵ЉЉυЌЎЎ͵ЉЉυЎͲЌЊЉ͵ЉЉ ЌЎķğǤƭ Excavator, with hydraulic breaker 1,500 (ft lb) class, Cat 312D EA Ќ 30 Excavator, with hydraulic breaker 3,000 (ft lb) class, Cat 320DLVolvo EC220E, w$ 2,633.33 υАͲВЉЉ͵ЉЉυЍЊЉ͵ЉЉυБͲАЋЉ͵ЉЉ ЌЎķğǤƭ EA 31 Excavator, with hydraulic breaker 5,000 (ft lb) class, Cat 320DL EA 32 Excavator, Cat 320 with zero tailspin or equivalent, Cat 320D EAExcavator, Mini Kubota 40 or equivalent 33 EAExcavator, Mini Kubota 57 or equivalent 34 EAExcavator, Mini Kubota 80 or equivalent 35 EA 36 Excavator, Mini Bobcat E35 or equivalent EA 37 Excavator, John Deere 225 or equivalent EA 38 Excavator, Liebherr A4904C Wheeled Excavator with 36" Dirt Bucket EA 39 Excavator, Mini Bobcat E35 or equivalent SECTION E- SOIL SCREENERS EA 40 Soil Screener, Terex/Finley 770 or equivalent - 3/8" - 1/4" screen EA Soil Screener, Terex/Finely 790 or equivalent - 3/8" - 1/4" screen NO AWARD 41 SECTION F - TRUCKS (OFF ROAD) EA 42 Truck, (Off-Road), Cat 725 or equivalent EA 43 Truck, (Off-Road), Cat 730 or equivalent EA 44 Truck, (Off-Road), Cat 740 or equivalent SECTION G- SCRAPERS EA 45 Scraper, Cat 623G or equivalent EA 46 Scraper, Cat 621G or equivalent - NO AWARD EA 47 Scraper, Cat 615C or equivalent EA 48 Scraper, Cat 613G or equivalent SECTION H-TRACK LOADERS EA 49 Track Loader, Cat 973D or equivalent - NO AWARD EA 50 Track Loader, Cat 963D or equivalent EA 51 Track Loader, Cat 953D or equivalent SECTION I- COMPACTORS Compactor, Bowmag 124DH or equivalent EA 52 EA Compactor, Cat 825 or equivalent - NO AWARD 53 EA Compactor, Cat 815F or equivalent 54 EA Compactor, Cat CP56 or equivalent 55 EA 56 Compactor, Cat CS56 or equivalent EA Compactor, Cat CP-323-C or equivalent 57 EA 58 Wacker Trench Roller, RT5620 or equivalent with 22" drum EA 59 Wacker Trench Roller, RT5620 or equivalent with 32" drum DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹROMCOEquipmentCompany tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ Carrollton,TX EstimatedNumberof deliveryunits Delivery/PickupOneMonthRentalwith timefromavailable Item #MonthlyRental UOMProductDescription\\WeeklyRental requestwithin72 ChargeDelivery/PickUp date(#ofhoursof days)request SECTION J - WATER WAGONS (OFF-ROAD) EA 60 Water Wagon, (Off-Road), Cat 613 or equivalent EA 61 Water Wagon, (Off-Road), Cat 725 or equivalent SECTION K - WATER TRUCKS (ON-ROAD): Must be TxDOT Approved with License Pla EA Water Truck (On-Road), 2,000 gal. 62 EA Water Truck (On-Road), 3,750 or 4,000 gal. 63 SECTION L - MIXERS/RECYCLERS EA Mixer/Recycler, Bomag 100R or equivalent 64 EA Mixer/Recycler, CMI 325 or equivalent 65 EA Mixer/Recycler, CMI 500 or equivalent 66 SECTION M - ASPHALT-LAY DOWN MACHINE EA А LeeBoy 8510B (monthly rental only) Asphalt - Lay Down Machine, 8ft. - 15 ft. 67 ЌЎķğǤƭ υВͲЎЉЉ͵ЉЉυЎЉЉ͵ЉЉυЊЉͲЎЉЉ͵ЉЉ $ 1,000.00 SECTION N - ASPHALT ROLLERS Asphalt Roller, Cat CB24B 3 ton or equivalent EA 68 DD105B Њ EA Asphalt Roller, 9 ton 69$ 1,500.00 υЍͲЎЉЉ͵ЉЉυυЍͲЎЉЉ͵ЉЉ EA Џ Asphalt Roller, 12 ton 70 Volvo DD110B1,566.67$ υЍͲАЉЉ͵ЉЉυЌЎЎ͵ЉЉυЎͲЍЊЉ͵ЉЉ ЌЎķğǤƭ $ 710.00 SECTION O - ASPHALT MILLING MACHINES EA Asphalt Milling Machine, 4 ft. head 71 EA Asphalt Milling Machine, 6 ft. head 72 SECTION P - BROOM EA Brock RJ350 Broom or equivalent 73 EA Option: Additional cost for gutter boom attachment-NO AWARD 74 SECTION Q - DUMP TRUCK (ON-ROAD): Must be TxDOT Approved with License Plates EA Dump Truck, 12 Yard-NO AWARD 75 SECTION R - BACKHOES EA Backhoe, Case 580SN or equivalent - 96hp class 76 EA 77 Backhoe, Case 590N or equivalent - 110hp class Options added to Backhoe base price: EA Additional cost for cab with air conditioning 76-77a EAAdditional cost for 4-wheel drive 76-77b EA Additional cost for extendadig 76-77c SECTION S - SKIDSTEERS EA Skidsteer, Cat 216B or equivalent 78 EA Skidsteer, Cat 226B or equivalent 79 EA Skidsteer, Cat 236B or equivalent 80 EA Skidsteer, Cat 246C or equivalent 81 EA Skidsteer, Cat 256C or equivalent 82 EA Skidsteer, Cat 262C or equivalent 83 EA Skidsteer, Cat 272C or equivalent 84 EA 85 Skidsteer, Track Loader Walkbehind Toro TX427, or equivalent EA 86 Skidsteer, Track Loader Bobcat T550 Track Unit or equivalent EA 87 Skidsteer, Track Loader Kubota SVL 75 Track Unit or equivalent EA 88 Skidsteer, Track Loader Kubota SVL 95 Track Unit or equivalent SECTION T- Hydro Exacavators EA Ditch Witch MV 800 or equivalent 89 DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 5F7615A3-111D-4169-9E5E-ABAD1209D9B4 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: 5F7615A3111D41699E5EABAD1209D9B4Status: Sent Subject: Please DocuSign: City Council Contract 6713-Romco Equipment Co. Source Envelope: Document Pages: 36Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/5/2018 8:35:16 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/5/2018 8:39:45 AM Completed jody.word@cityofdenton.comViewed: 12/5/2018 8:40:13 AM BuyerSigned: 12/5/2018 8:42:00 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 12/5/2018 8:42:04 AM mack.reinwand@cityofdenton.comViewed: 12/5/2018 8:48:08 AM City of DentonSigned: 12/5/2018 10:03:13 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jerilyn FreemanSent: 12/5/2018 10:03:15 AM JFreeman@romco.comResent: 12/10/2018 8:26:11 AM Director of Compliance and Risk MgmtResent: 12/11/2018 7:59:09 AM ROMCO Equipment Co, LLCViewed: 12/5/2018 11:41:31 AM Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Signed: 12/11/2018 12:52:08 PM Using IP Address: 64.244.144.76 (None) Electronic Record and Signature Disclosure: Accepted: 12/5/2018 11:41:31 AM ID: 1c87e578-c9df-4b9f-8de9-35a8c0288dd0 Antonio Puente, Jr.Sent: 12/11/2018 12:52:11 PM Antonio.Puente@cityofdenton.comViewed: 12/11/2018 3:58:31 PM Chief Financial OfficerSigned: 12/11/2018 3:58:56 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/11/2018 3:58:31 PM ID: 9cd4aa29-8bf9-4468-9bcc-6f19a9ea84c5 Signer EventsSignatureTimestamp Tabitha MillsopSent: 12/11/2018 3:58:59 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) 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 (None) 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: 12/5/2018 8:42:03 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett Marissa.Barrett@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Holland Brad.Holland@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/11/2018 3:58:59 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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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. DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND T-K-O EQUIPMENT CO. (CONTRACT 6713) THIS CONTRACT is made and entered into this date ______________________, by and between T-K-O Equipment Co., a Texas Company, whose address is PO Box 153389, Irving, Texas 75015, 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 document IFB 6713, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. This Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) IFB 6713 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); 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 The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR THIS AGREEMENT HAS BEEN BOTH BY: ______________________________ REVIEWED AND APPROVED as to AUTHORIZED SIGNATURE financial and operational obligations and business terms. Date: _______________________________ _______________ ________________ Name: ______________________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ TITLE ___________________________________ PHONE NUMBER __________________________________ DEPARTMENT ___________________________________ EMAIL ADDRESS 2018-377287 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $150,000. Pricing shall be per Exhibit F attached for the only line items awarded by this Contract: Section A-item # 4, Section B-items # 13, 17, Section D-item # 22, Section E- items #40, Section F-item # 42, Section G-items # 45, 47, 48, Section I-item # 54, Section J-items # 60, 61, Section L-item # 64. 2. Contract Term This Contract term will be one (1) year, effective from date of award. This Contract shall commence upon the issuance of a Notice of Award by the City of Denton. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 Exhibit C 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City 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 gations 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, 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS 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. The City will furnish a tax exemption certificate upon request. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; which is not covered by insurance required to be provided by the Contractor; time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The or this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 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 and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract 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 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate 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 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contr - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove th 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 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 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 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 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Cont 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 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 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 Contracto notice of erosion of the aggregate limits below occurrence limits for all applicable icitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the otice 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 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 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 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- s shall in no way diminish 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) 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 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 sh 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 gations 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 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 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 Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 52. HOLIDAYS: The following holidays are observed by the City: (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: 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: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 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. rms and conditions 4. Purchase order 5. Supplier terms and conditions Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] 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. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity ployees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract # 6713 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹTKOEquipmentCo. tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ GrandPrairie,TX 9ƭƷźƒğƷĻķbǒƒĬĻƩƚŅ ķĻƌźǝĻƩǤǒƓźƷƭ OneMonthRentalwith ƷźƒĻŅƩƚƒğǝğźƌğĬƌĻ Item #MonthlyRentalDelivery/PickupCharge UOMProductDescriptionMake/ModelofferedWeeklyRental ƩĻƨǒĻƭƷǞźƷŷźƓАЋ Delivery/PickUp ķğƷĻΛϔƚŅŷƚǒƩƭƚŅ ķğǤƭΜƩĻƨǒĻƭƷ SECTION A - DOZERS EA Dozer, Cat D8T or equivalent 1 EA 2 Dozer, Cat D7T or equivalent EA 3 Dozer, LGP Cat D7R or equivalent EA 4 Dozer, Cat D6R or equivalent D6R OR D6T-$ υАͲЎЌЏ͵ЉЉυЍЉЉ͵ЉЉυБͲЌЌЏ͵ЉЉ EA 5 Dozer, LGP Cat D6R or equivalent EA 6 Dozer, Cat D6K or equivalent EA 7 Dozer, Cat D5M or equivalent EA 8 Dozer, Cat D5K or equivalent EA 9 Dozer, LGP Cat D5K or equivalent EA 10 Dozer, Cat D4K or equivalent EA 11 Dozer, LGP Cat D4K or equivalent SECTION B - WHEEL LOADERS EA 12 Wheel Loader, Cat 988H or equivalent EA 13 Wheel Loader, Cat 980H or equivalent SAME-$ υВͲЉЍЌ͵ЋЉυЏЉЉ͵ЉЉυЊЉͲЋЍЌ͵ЋЉ EA 14 Wheel Loader, Cat 966K or equivalent EA 15 Wheel Loader, Cat 962K or equivalent EA 16 Wheel Loader, Cat 950H or equivalent EA 17 Wheel Loader, Cat 938H or equivalent SAME-$ υЍͲЎЋЊ͵ЏЉυЍЉЉ͵ЉЉυЎͲЌЋЊ͵ЏЉ EA 18 Wheel Loader, Cat 930H or equivalent EA 19 Wheel Loader, Cat 924H or equivalent SECTION C- MOTOR GRADERS EAMotor Grader, Cat 12M or equivalent 20 EA 21 Motor Grader, Cat 140M or equivalent SECTION D- EXCAVATORS EA 22 Excavator, Cat 345DL or equivalentSAME-$ υВͲЋВЍ͵ЍЉυБЉЉ͵ЉЉυЊЉͲБВЍ͵ЍЉ EA 23 Excavator, Cat 336DL or equivalent EA 24 Excavator, Cat 325 or equivalent EA 25 Excavator, Cat 329E or equivalent w/Grapple EA 26 Excavator, Cat 324E or equivalent EA 27 Excavator, Cat 320 or equivalent EA 28 Excavator, Cat 320DL or equivalent w/Grapple EA 29 Excavator, with hydraulic breaker 1,500 (ft lb) class, Cat 312D EA 30 Excavator, with hydraulic breaker 3,000 (ft lb) class, Cat 320DL EA 31 Excavator, with hydraulic breaker 5,000 (ft lb) class, Cat 320DL EA 32 Excavator, Cat 320 with zero tailspin or equivalent, Cat 320D EAExcavator, Mini Kubota 40 or equivalent 33 EAExcavator, Mini Kubota 57 or equivalent 34 EAExcavator, Mini Kubota 80 or equivalent 35 EA 36 Excavator, Mini Bobcat E35 or equivalent EA 37 Excavator, John Deere 225 or equivalent EA 38 Excavator, Liebherr A4904C Wheeled Excavator with 36" Dirt Bucket EA 39 Excavator, Mini Bobcat E35 or equivalent SECTION E- SOIL SCREENERS EA 40 Soil Screener, Terex/Finley 770 or equivalent - 3/8" - 1/4" screen ASTEC/KPI-JCI-$ υВͲЉЍЌ͵ЋЉυЍЉЉ͵ЉЉυВͲБЍЌ͵ЋЉ EA Soil Screener, Terex/Finely 790 or equivalent - 3/8" - 1/4" screen NO AWARD 41 SECTION F - TRUCKS (OFF ROAD) EA Truck, (Off-Road), Cat 725 or equivalent 42 same-$ υАͲЋБЍ͵БЉυЍЉЉ͵ЉЉυБͲЉБЍ͵БЉ EA 43 Truck, (Off-Road), Cat 730 or equivalent EA Truck, (Off-Road), Cat 740 or equivalent 44 SECTION G- SCRAPERS EA 45 Scraper, Cat 623G or equivalent SAME-$ υЊЍͲЎЏВ͵ЏЉυБЉЉ͵ЉЉυЊЏͲЊЏВ͵ЏЉ EA 46 Scraper, Cat 621G or equivalent - NO AWARD EA 47 Scraper, Cat 615C or equivalent same-$ υАͲЎЌЏ͵ЉЉυЍЉЉ͵ЉЉυБͲЌЌЏ͵ЉЉ EA 48 Scraper, Cat 613G or equivalent SAME-$ υЏͲЉЋБ͵БЉυЌЉЉ͵ЉЉυЏͲЏЋБ͵БЉ SECTION H-TRACK LOADERS EA 49 Track Loader, Cat 973D or equivalent - NO AWARD EA 50 Track Loader, Cat 963D or equivalent EA 51 Track Loader, Cat 953D or equivalent SECTION I- COMPACTORS Compactor, Bowmag 124DH or equivalent EA 52 EA Compactor, Cat 825 or equivalent - NO AWARD 53 EA Compactor, Cat 815F or equivalent 54 same-$ υБͲЎЍЉ͵БЉυЎЉЉ͵ЉЉυВͲЎЍЉ͵БЉ EA Compactor, Cat CP56 or equivalent 55 EA 56 Compactor, Cat CS56 or equivalent EA Compactor, Cat CP-323-C or equivalent 57 EA 58 Wacker Trench Roller, RT5620 or equivalent with 22" drum EA 59 Wacker Trench Roller, RT5620 or equivalent with 32" drum DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹTKOEquipmentCo. tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ GrandPrairie,TX 9ƭƷźƒğƷĻķbǒƒĬĻƩƚŅ ķĻƌźǝĻƩǤǒƓźƷƭ OneMonthRentalwith ƷźƒĻŅƩƚƒğǝğźƌğĬƌĻ Item #MonthlyRentalDelivery/PickupCharge UOMProductDescriptionMake/ModelofferedWeeklyRental ƩĻƨǒĻƭƷǞźƷŷźƓАЋ Delivery/PickUp ķğƷĻΛϔƚŅŷƚǒƩƭƚŅ ķğǤƭΜƩĻƨǒĻƭƷ SECTION J - WATER WAGONS (OFF-ROAD) EA 60 Water Wagon, (Off-Road), Cat 613 or equivalentSAME-$ υЏͲЎЌЊ͵ЋЉυЌЉЉ͵ЉЉυАͲЊЌЊ͵ЋЉ EA 61 same-$ υАͲЎЌЏ͵ЉЉυЌЉЉ͵ЉЉυБͲЊЌЏ͵ЉЉ Water Wagon, (Off-Road), Cat 725 or equivalent SECTION K - WATER TRUCKS (ON-ROAD): Must be TxDOT Approved with License Pla EA Water Truck (On-Road), 2,000 gal. 62 EA Water Truck (On-Road), 3,750 or 4,000 gal. 63 SECTION L - MIXERS/RECYCLERS EA Mixer/Recycler, Bomag 100R or equivalent 64 bomag MPH364R-2-$ υАͲВББ͵ЊЏυЍЉЉ͵ЉЉυБͲАББ͵ЊЏ EA Mixer/Recycler, CMI 325 or equivalent 65 EA Mixer/Recycler, CMI 500 or equivalent 66 SECTION M - ASPHALT-LAY DOWN MACHINE EA Asphalt - Lay Down Machine, 8ft. - 15 ft. 67 SECTION N - ASPHALT ROLLERS Asphalt Roller, Cat CB24B 3 ton or equivalent EA 68 EA Asphalt Roller, 9 ton 69 EA Asphalt Roller, 12 ton 70 SECTION O - ASPHALT MILLING MACHINES EA Asphalt Milling Machine, 4 ft. head 71 EA Asphalt Milling Machine, 6 ft. head 72 SECTION P - BROOM EA Brock RJ350 Broom or equivalent 73 EA Option: Additional cost for gutter boom attachment-NO AWARD 74 SECTION Q - DUMP TRUCK (ON-ROAD): Must be TxDOT Approved with License Plates EA Dump Truck, 12 Yard-NO AWARD 75 SECTION R - BACKHOES EA Backhoe, Case 580SN or equivalent - 96hp class 76 EA 77 Backhoe, Case 590N or equivalent - 110hp class Options added to Backhoe base price: EA Additional cost for cab with air conditioning 76-77a EAAdditional cost for 4-wheel drive 76-77b EA Additional cost for extendadig 76-77c SECTION S - SKIDSTEERS EA Skidsteer, Cat 216B or equivalent 78 EA Skidsteer, Cat 226B or equivalent 79 EA Skidsteer, Cat 236B or equivalent 80 EA Skidsteer, Cat 246C or equivalent 81 EA Skidsteer, Cat 256C or equivalent 82 EA Skidsteer, Cat 262C or equivalent 83 EA Skidsteer, Cat 272C or equivalent 84 EA 85 Skidsteer, Track Loader Walkbehind Toro TX427, or equivalent EA 86 Skidsteer, Track Loader Bobcat T550 Track Unit or equivalent EA 87 Skidsteer, Track Loader Kubota SVL 75 Track Unit or equivalent EA 88 Skidsteer, Track Loader Kubota SVL 95 Track Unit or equivalent SECTION T- Hydro Exacavators EA Ditch Witch MV 800 or equivalent 89 DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: EF3F9BF1-3482-4C28-B111-88E32D7A36B3 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: EF3F9BF134824C28B11188E32D7A36B3Status: Sent Subject: Please DocuSign: City Council Contract 6713-T-K-O Equipment Co. Source Envelope: Document Pages: 36Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/5/2018 7:37:10 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/5/2018 7:41:15 AM Completed jody.word@cityofdenton.comViewed: 12/5/2018 7:41:22 AM BuyerSigned: 12/5/2018 7:42:26 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 12/5/2018 7:42:29 AM mack.reinwand@cityofdenton.comViewed: 12/5/2018 10:18:20 AM City of DentonSigned: 12/5/2018 10:19:22 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marlin SmithSent: 12/5/2018 10:19:25 AM msmith@tkoequipment.comResent: 12/10/2018 8:22:56 AM PresidentViewed: 12/6/2018 5:55:57 AM T-K-O EquipmentSigned: 12/10/2018 9:56:09 AM Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 12.130.174.68 (None) Electronic Record and Signature Disclosure: Accepted: 12/6/2018 5:55:57 AM ID: f4aa7a8f-9fec-4355-b42a-fbcffca81468 Antonio Puente, Jr.Sent: 12/10/2018 9:56:12 AM Antonio.Puente@cityofdenton.comViewed: 12/10/2018 4:18:52 PM Chief Financial OfficerSigned: 12/10/2018 4:19:23 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/10/2018 4:18:52 PM ID: 0f78af07-87b5-460a-a810-75594cb30142 Signer EventsSignatureTimestamp Tabitha MillsopSent: 12/10/2018 4:19:26 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) 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 (None) 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: 12/5/2018 7:42:28 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/10/2018 4:19:26 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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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. DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND UNITED RENTALS (NORTH AMERICA), INC. (CONTRACT 6713) THIS CONTRACT is made and entered into this date ______________________, by and between United Rentals (North America), Inc., a State of Delaware Corporation, whose address is 3909 I-35E Frontage Road, Denton, Texas 76210, 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 document IFB 6713-Heavy Equipment Rental, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. This Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) IFB 6713 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) of awarded line items (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); 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 The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR THIS AGREEMENT HAS BEEN BOTH BY: ______________________________ REVIEWED AND APPROVED as to AUTHORIZED SIGNATURE financial and operational obligations and business terms. Date: _______________________________ _______________ ________________ Name: ______________________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ TITLE ___________________________________ PHONE NUMBER __________________________________ DEPARTMENT ___________________________________ EMAIL ADDRESS 2018-430532 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $205,000. Pricing shall be per Exhibit F attached for the only line items awarded by this Contract: Section A-item # 8, 9, Section B-item #16, Section D-item # 26-28, 31, 32, 34, 35, Section I- items # 52, 55-59, Section K-items # 62, 63, Section P- item 73, Section R-items # 76, 76-77a, 76-77c, Section S-items # 78-81, 85-88, Section T-items #89. 2. Contract Term This Contract term will be one (1) year, effective from date of award. This Contract shall commence upon the issuance of a Notice of Award by the City of Denton. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Exhibit C 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. Notwithstanding, title to all rental equipment shall remain with Contractor at all times. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City deliverable 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 The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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 Resp 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind to the extent caused by the breach of the 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 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 address and, if applicable, the tax identification number on the invoice must exactly match the City may r C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; which is not covered by insurance required to be provided by the Contractor; v. reas 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 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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 the 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 Contr 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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 competitive with the Contractor's current prices on orders by others for like deliverables under similar terms of purchase and in similar markets. 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 in good working order 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate Contractor shall assist and cooperate with the City to the fullest extent to enforce such nty 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 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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, 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 Contrac the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, luding, without - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from th 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: Either party shall have the right to terminate the 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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, 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 parties), ii. "Fault" shall 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 TO THE EXTENT CAUSED BY THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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 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 certificates of insurance and applicable 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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 thin 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 effect 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 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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 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-lf. 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) hat 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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. ADVERTISINGs 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share th participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror 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 Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment to the extent 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 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. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 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 Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity ployees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract # 6713 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Exhibit F wĻƭƦƚƓķĻƓƷγƭ .ǒƭźƓĻƭƭ bğƒĻʹUnited Rentals (North America), Inc. tƌğĭĻ ƚŅ .ǒƭźƓĻƭƭ Λ/źƷǤ ε Ή{ƷğƷĻΜ Denton, TX bǒƒĬĻƩ ƚŅ ǒƓźƷƭ 9ƭƷźƒğƷĻķ ķĻƌźǝĻƩǤ Weekly Delivery/Pickup One Month Rental ğǝğźƌğĬƌĻ ƷźƒĻ ŅƩƚƒ ƩĻƨǒĻƭƷ Item #Product Description Monthly Rental UOMMake/Model offered ǞźƷŷźƓ АЋ RentalChargewith Delivery/PickUp ķğƷĻ Λϔ ƚŅ ķğǤƭΜ ŷƚǒƩƭ ƚŅ ƩĻƨǒĻƭƷ Round Trip SECTION A - DOZERS EADozer, Cat D8T or equivalent 1 EADozer, Cat D7T or equivalent 2 EADozer, LGP Cat D7R or equivalent 3 EADozer, Cat D6R or equivalent 4 EADozer, LGP Cat D6R or equivalent 5 EADozer, Cat D6K or equivalent 6 EADozer, Cat D5M or equivalent 7 $ 1,610.00 υ ЌͲЎЍЎ͵ЉЉυ ЋЊЉ͵ЉЉ υ ЌͲАЎЎ͵ЉЉ EADozer, Cat D5K or equivalent John Deere 650K 8 Komatsu D39PX-23$ 1,928.88 υ ЌͲБЏЋ͵АЏυ ЎЉЉ͵ЉЉ υ ЍͲЌЏЋ͵АЏЊЏ EADozer, LGP Cat D5K or equivalent 9 EADozer, Cat D4K or equivalent 10 EADozer, LGP Cat D4K or equivalent 11 SECTION B - WHEEL LOADERS EAWheel Loader, Cat 988H or equivalent 12 EAWheel Loader, Cat 980H or equivalent 13 EAWheel Loader, Cat 966K or equivalent 14 EAWheel Loader, Cat 962K or equivalent 15 Case 821F$ 2,399.82 υ ЎͲЌЌЎ͵АЋυ ЎЉЉ͵ЉЉ υ ЎͲБЌЎ͵АЋЊЎ EAWheel Loader, Cat 950H or equivalent 16 EAWheel Loader, Cat 938H or equivalent 17 EAWheel Loader, Cat 930H or equivalent 18 EAWheel Loader, Cat 924H or equivalent 19 SECTION C- MOTOR GRADERS EAMotor Grader, Cat 12M or equivalent 20 EAMotor Grader, Cat 140M or equivalent 21 SECTION D- EXCAVATORS Excavator, Cat 345DL or equivalent EA 22 Excavator, Cat 336DL or equivalent EA 23 Excavator, Cat 325 or equivalent EA 24 Excavator, Cat 329E or equivalent w/Grapple EA 25 Excavator, Cat 324E or equivalent Kobelco SK230SR$ 2,359.74 υ ЎͲЋБЎ͵ЏЋυ ЎЉЉ͵ЉЉ υ ЎͲАБЎ͵ЏЋЊА EA 26 Excavator, Cat 320 or equivalent Kobelco SK210LC$ 2,273.57 υ ЎͲЉЉВ͵ЉЏυ ЎЉЉ͵ЉЉ υ ЎͲЎЉВ͵ЉЏЊЋЍ EA 27 Excavator, Cat 320DL or equivalent w/GrappleKobelco SK210LC W/ Grapple$ 2,373.77 υ ЎͲЋЉВ͵ЍАυ ЎЉЉ͵ЉЉ υ ЎͲАЉВ͵ЍАЊЊЌ EA 28 Excavator, with hydraulic breaker 1,500 (ft lb) class, Cat 312D EA 29 Excavator, with hydraulic breaker 3,000 (ft lb) class, Cat 320DL EA 30 Excavator, with hydraulic breaker 5,000 (ft lb) class, Cat 320DL Kobelco SK210LC W/ 5k Breaker$ 3,978.57 υ БͲАЏЍ͵ЉЏυ ЎЉЉ͵ЉЉ υ ВͲЋЏЍ͵ЉЏЊЋ EA 31 Excavator, Cat 320 with zero tailspin or equivalent, Cat 320DKobelco SK230SR (Zero Tail)$ 2,359.74 υ ЎͲЋБЎ͵ЏЋυ ЎЉЉ͵ЉЉ υ ЎͲАБЎ͵ЏЋЊА EA 32 Excavator, Mini Kubota 40 or equivalent EA 33 Excavator, Mini Kubota 57 or equivalent$ 862.00 υ ЊͲБВЎ͵ЉЉυ ЋЊЉ͵ЉЉ υ ЋͲЊЉЎ͵ЉЉ EATakeuchi TB 260/ Volvo EC 55 34 Excavator, Mini Kubota 80 or equivalentBobcat E80$ 1,194.40 υ ЋͲЌВВ͵БЋυ ЊЎЉ͵ЉЉ υ ЋͲЎЍВ͵БЋЊЋЎ EA 35 Excavator, Mini Bobcat E35 or equivalent EA 36 Excavator, John Deere 225 or equivalent EA 37 Excavator, Liebherr A4904C Wheeled Excavator with 36" Dirt Bucket EA 38 Excavator, Mini Bobcat E35 or equivalent EA 39 SECTION E- SOIL SCREENERS Soil Screener, Terex/Finley 770 or equivalent - 3/8" - 1/4" screen EA 40 EA Soil Screener, Terex/Finely 790 or equivalent - 3/8" - 1/4" screen NO AWARD 41 SECTION F - TRUCKS (OFF ROAD) EATruck, (Off-Road), Cat 725 or equivalent 42 EATruck, (Off-Road), Cat 730 or equivalent 43 EATruck, (Off-Road), Cat 740 or equivalent 44 SECTION G- SCRAPERS EAScraper, Cat 623G or equivalent 45 EAScraper, Cat 621G or equivalent - NO AWARD 46 EAScraper, Cat 615C or equivalent 47 EAScraper, Cat 613G or equivalent 48 SECTION H-TRACK LOADERS EATrack Loader, Cat 973D or equivalent - NO AWARD 49 EATrack Loader, Cat 963D or equivalent 50 EATrack Loader, Cat 953D or equivalent 51 SECTION I- COMPACTORS $ 776.56 υ ЊͲЏББ͵ЌВυ ЊЎЉ͵ЉЉ υ ЊͲБЌБ͵ЌВЊЏ EACompactor, Bowmag 124DH or equivalentBomag 124DH 52 EACompactor, Cat 825 or equivalent - NO AWARD 53 EACompactor, Cat 815F or equivalent 54 $ 1,250.00 υ ЋͲБЍЉ͵ЉЉυ ЋЊЉ͵ЉЉ υ ЌͲЉЎЉ͵ЉЉ EACompactor, Cat CP56 or equivalentVolvo SD100D/ Hamm H10I 55 $ 1,250.00 υ ЋͲБЍЉ͵ЉЉυ ЋЊЉ͵ЉЉ υ ЌͲЉЎЉ͵ЉЉ EACompactor, Cat CS56 or equivalentVolvo SD100D/ Hamm H10I 56 Bomag 124DH$ 776.56 υ ЊͲЏББ͵ЌВυ ЊЎЉ͵ЉЉ υ ЊͲБЌБ͵ЌВЊЏ EACompactor, Cat CP-323-C or equivalent 57 Wacker Trench Roller, RT5620 or equivalent with 22" drum$ 750.00 υ ЊͲЏЊЉ͵ЉЉυ ЋЊЉ͵ЉЉ υ ЊͲБЋЉ͵ЉЉ EAWacker RTKLX-SC3/ Bomag BMP 8500 58 Wacker Trench Roller, RT5620 or equivalent with 32" drum$ 750.00 υ ЊͲЏЊЉ͵ЉЉυ ЋЊЉ͵ЉЉ υ ЊͲБЋЉ͵ЉЉ EAWacker RTKLX-SC3/ Bomag BMP 8500 59 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Exhibit F wĻƭƦƚƓķĻƓƷγƭ .ǒƭźƓĻƭƭ bğƒĻʹUnited Rentals (North America), Inc. tƌğĭĻ ƚŅ .ǒƭźƓĻƭƭ Λ/źƷǤ ε Ή{ƷğƷĻΜ Denton, TX bǒƒĬĻƩ ƚŅ ǒƓźƷƭ 9ƭƷźƒğƷĻķ ķĻƌźǝĻƩǤ Weekly Delivery/Pickup One Month Rental ğǝğźƌğĬƌĻ ƷźƒĻ ŅƩƚƒ ƩĻƨǒĻƭƷ Item #Product Description Monthly Rental UOMMake/Model offered ǞźƷŷźƓ АЋ RentalChargewith Delivery/PickUp ķğƷĻ Λϔ ƚŅ ķğǤƭΜ ŷƚǒƩƭ ƚŅ ƩĻƨǒĻƭƷ SECTION J - WATER WAGONS (OFF-ROAD) Water Wagon, (Off-Road), Cat 613 or equivalent EA 60 Water Wagon, (Off-Road), Cat 725 or equivalent EA 61 SECTION K - WATER TRUCKS (ON-ROAD): Must be TxDOT Approved with License Plates and Tags FREIGHTLNR M2 106 (2000gal)$ 1,142.00 υ ЋͲЎЉБ͵ЉЉυ ЊЎЉ͵ЉЉ υ ЋͲЏЎБ͵ЉЉЊЎЉ EAWater Truck (On-Road), 2,000 gal. 62 FREIGHTLNR M2 106 (4000gal)$ 1,629.00 υ ЌͲБВА͵ЉЉυ ЊЎЉ͵ЉЉ υ ЍͲЉЍА͵ЉЉЊЋЉ EAWater Truck (On-Road), 3,750 or 4,000 gal. 63 SECTION L - MIXERS/RECYCLERS EAMixer/Recycler, Bomag 100R or equivalent 64 EAMixer/Recycler, CMI 325 or equivalent 65 EAMixer/Recycler, CMI 500 or equivalent 66 SECTION M - ASPHALT-LAY DOWN MACHINE EAAsphalt - Lay Down Machine, 8ft. - 15 ft. 67 SECTION N - ASPHALT ROLLERS EAAsphalt Roller, Cat CB24B 3 ton or equivalent 68 EAAsphalt Roller, 9 ton 69 EAAsphalt Roller, 12 ton 70 SECTION O - ASPHALT MILLING MACHINES EAAsphalt Milling Machine, 4 ft. head 71 EAAsphalt Milling Machine, 6 ft. head 72 SECTION P - BROOM $ 890.00 υ ЊͲЎВЎ͵ЉЉυ ЋЊЉ͵ЉЉ υ ЊͲБЉЎ͵ЉЉ EABrock RJ350 Broom or equivalentBroce RCT 350 73 EAOption: Additional cost for gutter boom attachment-NO AWARD 74 SECTION Q - DUMP TRUCK (ON-ROAD): Must be TxDOT Approved with License Plates and Tags EADump Truck, 12 Yard-NO AWARD 75 SECTION R - BACKHOES $ 706.42 υ ЊͲЍАА͵ВАυ ЊЎЉ͵ЉЉ υ ЊͲЏЋА͵ВАЊЊЍБ EABackhoe, Case 580SN or equivalent - 96hp class Case 580N or JD 310K 4WD 76 Backhoe, Case 590N or equivalent - 110hp class EA 77 Options added to Backhoe base price: 76-77a$ 175.35 υ ЊАЎ͵ЌЎ N/A EAAdditional cost for cab with air conditioningCase 580N/JD 310K 4WD Cab $ 75.15 76-77b EAAdditional cost for 4-wheel drive 76-77c$ 220.44 υ ЋЋЉ͵ЍЍ N/A EAAdditional cost for extendadigCase 580N/JD 310K 4WD Ext $ 100.20 SECTION S - SKIDSTEERS Bobcat S550$ 496.00 υ ЊͲЋЋА͵ЍАυ ЊЎЉ͵ЉЉ υ ЊͲЌАА͵ЍАЊЍВ EASkidsteer, Cat 216B or equivalent 78 Bobcat S550$ 496.00 υ ЊͲЋЋА͵ЍАυ ЊЎЉ͵ЉЉ υ ЊͲЌАА͵ЍАЊЍВ EASkidsteer, Cat 226B or equivalent 79 Bobcat S630$ 576.16 υ ЊͲЌЎА͵АЌυ ЊЎЉ͵ЉЉ υ ЊͲЎЉА͵АЌЊЋЎ EASkidsteer, Cat 236B or equivalent 80 Bobcat S630$ 576.16 υ ЊͲЌЎА͵АЌυ ЊЎЉ͵ЉЉ υ ЊͲЎЉА͵АЌЊЋЎ EASkidsteer, Cat 246C or equivalent 81 EASkidsteer, Cat 256C or equivalent 82 EASkidsteer, Cat 262C or equivalent 83 EASkidsteer, Cat 272C or equivalent 84 Skidsteer, Track Loader Walkbehind Toro TX427, or equivalent Bobcat MT55$ 405.82 υ ЊͲЉЎА͵ЊЋυ ЊЎЉ͵ЉЉ υ ЊͲЋЉА͵ЊЋЊЍ EA 85 $ 735.00 υ ЊͲЏЍЉ͵ЉЉυ ЋЊЉ͵ЉЉ υ ЊͲБЎЉ͵ЉЉ Skidsteer, Track Loader Bobcat T550 Track Unit or equivalent EAT 590 Bobcat 86 Skidsteer, Track Loader Kubota SVL 75 Track Unit or equivalent$ 810.00 υ ЊͲАВЎ͵ЉЉυ ЋЊЉ͵ЉЉ υ ЋͲЉЉЎ͵ЉЉ EAT 650 Bobcat/ JD 323E/ Takeuchi TL 10V2R 87 Bobcat T750$ 1,177.37 υ ЋͲЍАВ͵ВБυ ЊЎЉ͵ЉЉ υ ЋͲЏЋВ͵ВБЊЋЉ Skidsteer, Track Loader Kubota SVL 95 Track Unit or equivalent EA 88 SECTION T- Hydro Exacavators Ditch Witch FX30$ 1,295.00 υ ЋͲАБЎ͵ЉЉυ ЊЎЉ͵ЉЉ υ ЋͲВЌЎ͵ЉЉЊЋ Ditch Witch MV 800 or equivalent EA 89 DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 26A0106D-4010-4A24-B50C-424DE94C30B7 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: 26A0106D40104A24B50C424DE94C30B7Status: Sent Subject: Please DocuSign: City Council Contract 6713-United Rentals North America Inc. Source Envelope: Document Pages: 36Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/10/2018 9:46:33 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/10/2018 9:51:34 AM Completed jody.word@cityofdenton.comViewed: 12/10/2018 9:51:58 AM BuyerSigned: 12/10/2018 9:53:06 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 12/10/2018 9:53:09 AM mack.reinwand@cityofdenton.comViewed: 12/10/2018 10:09:52 AM City of DentonSigned: 12/10/2018 10:10:23 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Dan SchweinSent: 12/10/2018 10:10:26 AM dschwein@ur.comViewed: 12/10/2018 10:16:53 AM Strategic Account ManagerSigned: 12/10/2018 10:25:08 AM United Rentals (North America)Inc. Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 63.241.148.10 (None) Electronic Record and Signature Disclosure: Accepted: 12/10/2018 10:16:53 AM ID: 2875b4df-bdac-4bc9-9315-8848a42fb0a7 Antonio Puente, Jr.Sent: 12/10/2018 10:25:11 AM Antonio.Puente@cityofdenton.comViewed: 12/10/2018 4:19:41 PM Chief Financial OfficerSigned: 12/10/2018 4:20:09 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/10/2018 4:19:41 PM ID: c9dcef56-936c-4181-8e50-6d2ec5e31462 Signer EventsSignatureTimestamp Tabitha MillsopSent: 12/10/2018 4:20:12 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer K Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (None) 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: 12/10/2018 9:53:08 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett Marissa.Barrett@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Holland Brad.Holland@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/10/2018 4:20:12 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. DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ZIMMERER KUBOTA & EQUIPMENT, INC. (CONTRACT 6713) THIS CONTRACT is made and entered into this date ______________________, by and between Zimmerer Kubota & Equipment, Inc., a Texas Corporation, whose address is 5600 NE Loop 820, Fort Worth, Texas 76117, 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 document IFB 6713, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. This Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) IFB 6713 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C; (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); 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 The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE THIS AGREEMENT HAS BEEN BOTH Date: _______________________________ REVIEWED AND APPROVED as to financial and operational obligations and Name:______________________________ business terms. Title: _______________________________ _______________ ________________ SIGNATURE PRINTED NAME ___________________________________ PHONE NUMBER __________________________________ TITLE ___________________________________ EMAIL ADDRESS __________________________________ DEPARTMENT 2018-430524 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $50,000. Pricing shall be per Exhibit F attached for the only line items awarded by this Contract: Section D-item # 33. 2. Contract Term This Contract term will be one (1) year, effective from date of award. This Contract shall commence upon the issuance of a Notice of Award by the City of Denton. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 Exhibit C 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. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 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 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 all furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, cilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: Th 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 C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within 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 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 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 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 l claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract 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 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. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and 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. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate Contractor shall assist and cooperate with the City to the fullest extent to enforce such anty 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 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. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 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 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 Contra the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, cluding, without - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from t 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 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. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 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 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 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. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall p 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 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. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 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 notice of erosion of the aggregate limits below occurrence limits for all applicable rements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the e 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 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 Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 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 licable, license rights, 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- ish 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) 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 Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 ole or joint ownership of any 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 nowledge, 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 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. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 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 Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the 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 Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the med participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent 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. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 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 Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 Exhibit D INSURANCE REQUIREMENTS AND Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 \[X\] 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 e 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. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity ployees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 ATTACHMENT 1 \[X\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract # 6713 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹZimmererKubota tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ Denton,TX bǒƒĬĻƩ 9ƭƷźƒğƷĻķ ƚŅǒƓźƷƭ ķĻƌźǝĻƩǤ Make/Model OneMonthRental ğǝğźƌğĬƌĻ ƷźƒĻŅƩƚƒ Delivery/PickupCharge Item #WeeklyRentalMonthlyRental UOMProductDescription ƩĻƨǒĻƭƷ withDelivery/PickUp ǞźƷŷźƓАЋ offered ķğƷĻΛϔƚŅ ŷƚǒƩƭƚŅ ķğǤƭΜ ƩĻƨǒĻƭƷ SECTION A - DOZERS NOCHARGE EA 1 Dozer, Cat D8T or equivalent EA 2 Dozer, Cat D7T or equivalent EA 3 Dozer, LGP Cat D7R or equivalent EA 4 Dozer, Cat D6R or equivalent EA 5 Dozer, LGP Cat D6R or equivalent EA 6 Dozer, Cat D6K or equivalent EA 7 Dozer, Cat D5M or equivalent EA 8 Dozer, Cat D5K or equivalent EA 9 Dozer, LGP Cat D5K or equivalent EA 10 Dozer, Cat D4K or equivalent EA 11 Dozer, LGP Cat D4K or equivalent SECTION B - WHEEL LOADERS EA 12 Wheel Loader, Cat 988H or equivalent EA 13 Wheel Loader, Cat 980H or equivalent EA 14 Wheel Loader, Cat 966K or equivalent EA 15 Wheel Loader, Cat 962K or equivalent EA 16 Wheel Loader, Cat 950H or equivalent EA 17 Wheel Loader, Cat 938H or equivalent EA 18 Wheel Loader, Cat 930H or equivalent EA 19 Wheel Loader, Cat 924H or equivalent SECTION C- MOTOR GRADERS EAMotor Grader, Cat 12M or equivalent 20 EA 21 Motor Grader, Cat 140M or equivalent SECTION D- EXCAVATORS EA 22 Excavator, Cat 345DL or equivalent EA 23 Excavator, Cat 336DL or equivalent EA 24 Excavator, Cat 325 or equivalent EA 25 Excavator, Cat 329E or equivalent w/Grapple EA 26 Excavator, Cat 324E or equivalent EA 27 Excavator, Cat 320 or equivalent EA 28 Excavator, Cat 320DL or equivalent w/Grapple EA 29 Excavator, with hydraulic breaker 1,500 (ft lb) class, Cat 312D EA 30 Excavator, with hydraulic breaker 3,000 (ft lb) class, Cat 320DL EA 31 Excavator, with hydraulic breaker 5,000 (ft lb) class, Cat 320DL EA 32 Excavator, Cat 320 with zero tailspin or equivalent, Cat 320D EAExcavator, Mini Kubota 40 or equivalent 33 $ 803.16 υЋͲЍЉВ͵ЍВυυЋͲЍЉВ͵ЍВЊЍ EAExcavator, Mini Kubota 57 or equivalent 34 EAExcavator, Mini Kubota 80 or equivalent 35 EA 36 Excavator, Mini Bobcat E35 or equivalent EA 37 Excavator, John Deere 225 or equivalent EA 38 Excavator, Liebherr A4904C Wheeled Excavator with 36" Dirt Bucket EA 39 Excavator, Mini Bobcat E35 or equivalent SECTION E- SOIL SCREENERS EA 40 Soil Screener, Terex/Finley 770 or equivalent - 3/8" - 1/4" screen EA Soil Screener, Terex/Finely 790 or equivalent - 3/8" - 1/4" screen NO AWARD 41 SECTION F - TRUCKS (OFF ROAD) EA 42 Truck, (Off-Road), Cat 725 or equivalent EA 43 Truck, (Off-Road), Cat 730 or equivalent EA 44 Truck, (Off-Road), Cat 740 or equivalent SECTION G- SCRAPERS EA 45 Scraper, Cat 623G or equivalent EA 46 Scraper, Cat 621G or equivalent - NO AWARD EA 47 Scraper, Cat 615C or equivalent EA 48 Scraper, Cat 613G or equivalent SECTION H-TRACK LOADERS EA 49 Track Loader, Cat 973D or equivalent - NO AWARD EA 50 Track Loader, Cat 963D or equivalent EA 51 Track Loader, Cat 953D or equivalent SECTION I- COMPACTORS Compactor, Bowmag 124DH or equivalent EA 52 EA Compactor, Cat 825 or equivalent - NO AWARD 53 EA Compactor, Cat 815F or equivalent 54 EA Compactor, Cat CP56 or equivalent 55 EA 56 Compactor, Cat CS56 or equivalent EA Compactor, Cat CP-323-C or equivalent 57 EA 58 Wacker Trench Roller, RT5620 or equivalent with 22" drum EA 59 Wacker Trench Roller, RT5620 or equivalent with 32" drum DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻʹZimmererKubota tƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤεΉ{ƷğƷĻΜ Denton,TX bǒƒĬĻƩ 9ƭƷźƒğƷĻķ ƚŅǒƓźƷƭ ķĻƌźǝĻƩǤ Make/Model OneMonthRental ğǝğźƌğĬƌĻ ƷźƒĻŅƩƚƒ Delivery/PickupCharge Item #WeeklyRentalMonthlyRental UOMProductDescription ƩĻƨǒĻƭƷ withDelivery/PickUp ǞźƷŷźƓАЋ offered ķğƷĻΛϔƚŅ ŷƚǒƩƭƚŅ ķğǤƭΜ ƩĻƨǒĻƭƷ SECTION J - WATER WAGONS (OFF-ROAD) EA 60 Water Wagon, (Off-Road), Cat 613 or equivalent EA 61 Water Wagon, (Off-Road), Cat 725 or equivalent SECTION K - WATER TRUCKS (ON-ROAD): Must be TxDOT Approved with License Pla EA Water Truck (On-Road), 2,000 gal. 62 EA Water Truck (On-Road), 3,750 or 4,000 gal. 63 SECTION L - MIXERS/RECYCLERS EA Mixer/Recycler, Bomag 100R or equivalent 64 EA Mixer/Recycler, CMI 325 or equivalent 65 EA Mixer/Recycler, CMI 500 or equivalent 66 SECTION M - ASPHALT-LAY DOWN MACHINE EA Asphalt - Lay Down Machine, 8ft. - 15 ft. 67 SECTION N - ASPHALT ROLLERS Asphalt Roller, Cat CB24B 3 ton or equivalent EA 68 EA Asphalt Roller, 9 ton 69 EA Asphalt Roller, 12 ton 70 SECTION O - ASPHALT MILLING MACHINES EA Asphalt Milling Machine, 4 ft. head 71 EA Asphalt Milling Machine, 6 ft. head 72 SECTION P - BROOM EA Brock RJ350 Broom or equivalent 73 EA Option: Additional cost for gutter boom attachment-NO AWARD 74 SECTION Q - DUMP TRUCK (ON-ROAD): Must be TxDOT Approved with License Plates EA Dump Truck, 12 Yard-NO AWARD 75 SECTION R - BACKHOES EA Backhoe, Case 580SN or equivalent - 96hp class 76 EA 77 Backhoe, Case 590N or equivalent - 110hp class Options added to Backhoe base price: EA Additional cost for cab with air conditioning 76-77a EAAdditional cost for 4-wheel drive 76-77b EA Additional cost for extendadig 76-77c SECTION S - SKIDSTEERS EA Skidsteer, Cat 216B or equivalent 78 EA Skidsteer, Cat 226B or equivalent 79 EA Skidsteer, Cat 236B or equivalent 80 EA Skidsteer, Cat 246C or equivalent 81 EA Skidsteer, Cat 256C or equivalent 82 EA Skidsteer, Cat 262C or equivalent 83 EA Skidsteer, Cat 272C or equivalent 84 EA 85 Skidsteer, Track Loader Walkbehind Toro TX427, or equivalent EA 86 Skidsteer, Track Loader Bobcat T550 Track Unit or equivalent EA 87 Skidsteer, Track Loader Kubota SVL 75 Track Unit or equivalent EA 88 Skidsteer, Track Loader Kubota SVL 95 Track Unit or equivalent SECTION T- Hydro Exacavators EA Ditch Witch MV 800 or equivalent 89 DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 9FD12DEB-3C6E-4F35-AB9D-4606230055A8 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: 9FD12DEB3C6E4F35AB9D4606230055A8Status: Sent Subject: Please DocuSign: City Council Contract 6713-Zimmerer Kubota & Equipment, Inc. Source Envelope: Document Pages: 36Signatures: 6Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 12/5/2018 8:04:14 AM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 12/5/2018 9:23:25 AM Completed jody.word@cityofdenton.comViewed: 12/5/2018 9:24:23 AM BuyerSigned: 12/5/2018 9:25:12 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 12/5/2018 9:25:15 AM mack.reinwand@cityofdenton.comViewed: 12/5/2018 10:03:30 AM City of DentonSigned: 12/5/2018 10:12:04 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Brandon HendricksonSent: 12/5/2018 10:12:07 AM brandonh@zkmail.comViewed: 12/5/2018 10:44:25 AM Rental ManagerSigned: 12/5/2018 10:46:54 AM Zimmerer Kubota and Equipment Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 209.65.182.16 (None) Electronic Record and Signature Disclosure: Accepted: 12/5/2018 10:44:25 AM ID: 6a205bd8-c9a5-47e8-8266-5482a654506e Antonio Puente, Jr.Sent: 12/5/2018 10:46:57 AM Antonio.Puente@cityofdenton.comViewed: 12/5/2018 1:55:12 PM Chief Financial OfficerSigned: 12/5/2018 1:56:06 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 12/5/2018 1:55:12 PM ID: 6cf1a950-f8b3-402d-a5ff-e471d60a7c31 Signer EventsSignatureTimestamp Tabitha MillsopSent: 12/5/2018 1:56:09 PM tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) 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 (None) 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: 12/5/2018 9:25:14 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Carbon Copy EventsStatusTimestamp Not Offered via DocuSign Terry Kader Terry.Kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett Marissa.Barrett@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Holland Brad.Holland@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith Gabbard Keith.Gabbard@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/5/2018 1:56:09 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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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-061,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,Texas,aTexashome-rulemunicipalcorporation, authorizingtheCityManagertoexecuteacontractthroughtheU.S.CommunitiesCooperativePurchasing ProgramContract#00254forthepurchaseofresidentialrefuseandrecyclingcartsandreplacementparts; providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate(File6926-awardedtoRehrig Pacific Company, in the three (3) year not-to-exceed amount of $1,010,208). City of DentonPage 1 of 1Printed on 2/1/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: January 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract through the U.S. Communities Cooperative Purchasing Program Contract # 00254 for the purchase of residential refuse and recycling carts and replacement parts; providing for the expenditure of funds therefor; and providing an effective date (File 6926 awarded to Rehrig Pacific Company, in the three (3) year not-to-exceed amount of $1,010,208). INFORMATION /BACKGROUND since 2008, standardizing the wheels, axles, and other parts for the carts. The previous three year term contract for refuse and recycling cart purchases expires in January 2019. The Solid Waste and Recycling Department purchases refuse and recycling carts due to wear and tear, loss, and residential growth occurring within the City of Denton. Additional carts are needed to serve customers within newly annexed areas, and to upsize or downsize existing carts in service. Pricing obtained through the U.S. Communities Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 21, 2003, Council approved the interlocal agreement with the U.S. Communities Cooperative Purchasing Network (Ordinance 2003-017). RECOMMENDATION Award a contract with Rehrig Pacific Company, for the supply of residential refuse and recycling carts, in athree (3) year not-to-exceed amount of $1,010,208. PRINCIPAL PLACE OF BUSINESS Rehrig Pacific Company Dallas, TX ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. FISCAL INFORMATION These services will be funded from the Residential operating budget, account 660100.8535. The budgeted amount for these services is $1,010,208. STRATEGIC PLAN RELATIONSHIP -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Evaluation Sheet Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Ethan Cox, 940-349-7421. Legal point of contact: Mack Reinwand at 940-349-8333. Exhibit 2 File 6926 - Evaluation Sheet for Refuse and Recycling Carts U.S. Communities Cooperative Contract # 00254 Otto Rehrig Pacific Schafer Systems Business Name: Environmental CompanyInternational, Inc. Systems, LLC Place of Business (City and State): Dallas, TXCharlotte, NCCharlotte, NC Item Description 65 Gallon Trash/Recycling$ 43.28$ 50.00$ 62.00 95 Gallon Trash/Recycling$ 48.17$ 53.00$ 70.00 RFID Tag$ 1.00N/A$ 1.00 In Mold Label$ 1.80N/AN/A City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-076,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteacontractforthepurchaseofEmergencyMedicalServices(EMS)patientlift equipment,andmaintenanceserviceagreement,inspection,andrepair,withStrykerSalesCorporation;which isthesoleproviderofthisequipmentandserviceinaccordancewithTexasLocalGovernmentCode252.022, whichprovidesthatprocurementofcommoditiesandservicesthatareavailablefromonesourceareexempt fromcompetitivebiddingandifover$50,000shallbeawardedbythegoverningbody;andprovidingan effectivedate(File6921-awardedtoStrykerSalesCorporationinthethree(3)yearnot-to-exceedamountof $392,501.56). City of DentonPage 1 of 1Printed on 2/1/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: January 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract for the purchase of Emergency Medical Services (EMS) patient lift equipment, and maintenance service agreement, inspection, and repair, with Stryker Sales Corporation; which is the sole provider of this equipment and service in accordance with Texas Local Government Code 252.022, which 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 6921 awarded to Stryker Sales Corporation in the three (3) year not-to-exceed amount of $392,501.56). INFORMATION /BACKGROUND The Fire Department currently uses the Stryker automated mounted patient lift systems during all medical transports. The lift system is intended to aid in the loading and unloading of patients which can reduce the likelihood of on-the-job strain and injury to paramedics. In addition, the lift system provides features that can accommodate a wide range of patient and paramedics physical characteristics. The patient lift system can support patients up to 700 lbs. and has a retractable head section to provide 360-degree mobility in any height position. The lift bars and operator controls are at two different heights to provide optimum ergonomics for a range of operator (paramedic) heights. Once the patient lift system is loaded into the patient compartment of an ambulance all four wheels lock into the base ensuring safer patient transport. This specific patient lift system is a sole source due to the automated power loading component, which is not offered by any other manufactures. Outfitting all Fire Department ambulances with the same equipment allows paramedics from all stations to receive the same training and operator protocols related to patient transport. The three-year agreement includes the purchase of five automated mounted patient lift systems that will be purchased as ambulances are replaced based on the Fleet Services Department vehicle replacement schedule. Additionally, the agreement includes maintenance service agreement, inspection, and repair on all automated patient lift systems used in the Fire Department. Section 252.022 of the Local Government Code provides that procurement of sole source commodities and services are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. RECOMMENDATION Award a contract with Stryker Sales Corporation, for the supply of patient lift equipment for the Fire Department, in a three (3) year not-to-exceed amount of $392,501.56. PRINCIPAL PLACE OF BUSINESS Stryker Sales Corporation Portage, MI ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. FISCAL INFORMATION These items will be funded from the Fleet Services account 810339408.1350.30100. The maintenance agreement will be funded from the General Fund Fire Department account 320100.6545. Requisition # 141064 has been entered in the Purchasing software system in the amount of $211,771.66 for Fiscal Year 2018-2019. 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 Exhibit 1: Agenda Information Sheet Exhibit 2: Sole Source Letter Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Christine Taylor at 940-349-7889. Legal point of contact: Mack Reinwand at 940-349-8333. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-077,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManager,orhisdesignee,toexecuteacontractthroughtheBuyBoardCooperativePurchasing NetworkContractNumber571-18fortheacquisitionone(1)PierceVelocityPumperEngine;providingforthe expenditureoffundstherefor;andprovidinganeffectivedate(File6973-awardtoSiddons-MartinEmergency Group, LLC, in the amount of $929,196.68). City of DentonPage 1 of 1Printed on 2/1/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: January 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the Buy Board Cooperative Purchasing Network Contract Number 571-18 for the acquisition one (1) Pierce Velocity Pumper Engine; providing for the expenditure of funds therefor; and providing an effective date (File 6973 award to Siddons-Martin Emergency Group, LLC, in the amount of $929,196.68). INFORMATION /BACKGROUND The acquisition of a new Pierce Fire Apparatus is the result of the coordinated efforts between Fleet Services and the Fire Department to ensure vehicles and equipment are replaced in a timely manner. This ensures the safe and efficient response capability of the Denton Fire Department. The City of Denton Fire Department has standardized fire apparatus to Pierce manufacturing to create efficiencies with service, maintenance, parts, and supplies through the local vendor, SiddonsMartin Emergency Group. Siddons-Martin Emergency Group, the only authorized Pierce dealer in the state of Texas, submitted a BuyBoard quote for one (1) Velocity Pumper Engine, including the associated equipment. The new Pierce Velocity Pumper Engine will enter frontline service. FD0678 will enter reserve status replacing FD0127 which will be auctioned. FD0127 was placed in service in June 2002, accumulating nearly 11,400 hours of service with maintenance and repair costs totaling more than $195,000. The manufacturer anticipates delivery to occur within 8-10 months of the order date. By submitting a down payment of $361,197 for the Pierce Velocity Pumper chassis, the City of Denton will receive a prepay discount of $10,834. The balance of the truck purchase price to include associated equipment will be due upon receipt. Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 1, 2005, Council approved the interlocal agreement with the Buy Board Cooperative Purchasing Network (Ordinance 2005-034). RECOMMENDATION Award a contract with Siddons-Martin Emergency Group, LLC, for the purchase of one (1) Pierce Velocity Pumper Apparatus, in the amount of $929,196.68, with a down payment of $361,197. PRINCIPAL PLACE OF BUSINESS Siddons-Martin Emergency Group, LLC Denton, TX ESTIMATED SCHEDULE OF PROJECT The delivery of the (1) Pierce Velocity Pumper truck will occur within 240-300 days of purchase order issuance and receipt of down payment. FISCAL INFORMATION This item will be funded from 810383408.1355.30100 using Certificate of Obligation Bonds for FY 18-19 Vehicle and Equipment Replacements in the amount of $929,196.68. Requisition #141127 has been entered in the Purchasing software system in the amount of $929,196.68. 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: Quote Exhibit 3: Parts Estimate Exhibit 4: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Kader, Fleet Superintendent 349-8729 Legal point of contact: Mack Reinwand at 940-349-8333. EXHIBIT 2 Siddons Martin Emergency Group, LLC 3500 Shelby Lane Denton, Texas 76207 GDN P115891 TXDOT MVD No. A115890 EIN 27-4333590 December 20, 2018 CITY OF DENTON Fire Chief Kenneth Hedges 215 E. MCKINNEY STREET DENTON, TX 76201-4299 Proposal for 2019 Velocity TM Pumper Siddons-MartinEmergencyGroup,LLCispleasedtoprovidethefollowingproposaltoCITY OF DENTON. Unitwill comply with all specifications attached and made a part of this proposal. Total price includes delivery toCITY OF DENTONandtrainingonoperationanduseoftheapparatus. DescriptionAmount 1)Pierce-Custom Velocity Pumper, 2nd Gen Unit price -$719,124.38 Priceguaranteedunit 1 Feb 2019.Deliverywithin8-9monthsoforder date.Awarranty term of 12 months isincluded. Vehicle Price$719,124.38 EnforcercabwithDetroitDieselAuto Transmission,21.5ftAluminumRescueBody,40kw Chassis Prepay ($10,834.00) Discount PTOGeneratorwithcordreel&200'12/3cord, Other Loose $219,406.30 AirRefillsStationwithboosterpump,12v Equipment LightTowerwith4WhelenP212Vlights,slide Sub Total$927,696.68 outtrays,toolboard,frontextbumperwith rescuetoolstorage&reels,ReceiverWinch& **Contract Amount$1,500.00 RopesRescue. Final Sales Price $929,196.68 Contract571-18 Additional. {{{* $361,197. Chassis Prepay due net 30 **BuyBoardCoop Purchasing Contract}}} Feb 1, 2019 we will see a 3% price increase, we gave notice Nov 2018 So no extensions available. Taxes.Taxisnotincludedinthisproposal.Intheeventthatthepurchasingorganizationisnotexemptfromsales taxorany other applicable taxes and/or the proposed apparatus does not qualify for exempt status, it is the duty of the purchasing organizationtopayanyandalltaxesdue.Balanceofsalepriceisdueuponacceptanceofthe apparatusatthefactory. Late Fee. A late fee of .033% of the sale price will be charged per day for overdue payments beginning ten (10) days after the payment is due for the first 30 days. The late fee increases to .044% per day until the payment is received. In the event a prepaymentis received after the due date, the discount will be reduced by the same percentages above increasing the cost of theapparatus. Cancellation. In the event this proposal is accepted,and a purchase order is issued then cancelled or terminated by Customer before completion, Siddons-Martin Emergency Group may charge a cancellation fee. The following charge schedule based on costs incurred may be applied: (A)10%ofthePurchasePriceafterorderisacceptedandenteredbyManufacturer; (B)20%ofthePurchasePriceaftercompletionoftheapprovaldrawings; (C)30%ofthePurchasePriceuponanymaterialrequisitionby Manufacturer. tƩƚƦƚƭğƌ ŅƚƩ ЋЉЊВ ĻƌƚĭźƷǤ a tǒƒƦĻƩ tğŭĻ Њ ƚŅ Ћ ağǤ ЌЉͲ ЋЉЊБ EXHIBIT 2 The cancellation fee will increase accordingly as costs are incurred as the order progresses through engineering and into manufacturing. Siddons-Martin Emergency Group endeavors to mitigate any such costs through the sale of such product to anotherpurchaser;however,thecustomershallremainliableforthedifferencebetween thepurchasepriceand,ifapplicable, the sale price obtained by Siddons-Martin Emergency Group upon sale of the product to another purchaser, plus any costs incurredbySiddons-MartinEmergency Grouptoconductsuch sale. Acceptance. In an effort to ensure the above stated terms and conditions are understood and adhered to, Siddons-Martin Emergency Group, LLC requires an authorized individual from the purchasing organization sign and date this proposal and include it with any purchase order. Upon signing of this proposal, the terms and conditions stated herein will be considered binding and accepted by the Customer. The terms and acceptance of this proposal will be governed by the laws of the state of TX. No additional terms or conditions will be binding upon Siddons-Martin Emergency Group, LLC unless agreed to in writing and signed by a duly authorized officer of Siddons-Martin Emergency Group, LLC Sincerely, Russell Mabra Siddons-Martin Emergency Group, LLC I,,theauthorizedrepresentativeof CITY OF DENTON,agreetoall of the termsofthisproposalandthespecificationsattachedhereto and this proposal will be binding upon CITY OF DENTON. Signature & Date tƩƚƦƚƭğƌ ŅƚƩ ЋЉЊВ ĻƌƚĭźƷǤ a tǒƒƦĻƩ tğŭĻ Ћ ƚŅ Ћ ağǤ ЌЉͲ ЋЉЊБ EXHIBIT 3 Siddons-Martin Emergency Group 14000864 Estimate Number: 3500 Shelby Lane 11/6/2018 Denton TX USA 76207 Ticket Date: Phone #:(940) 382-9600Cashed Out Date: (A0DE) John Morris Fax #: (940) 382-9605 Parts Employee: PARTS - ESTIMATE PO Box 610101 Dallas Tx, 75261-0101 Remit To: 1003013 Work: (940) 349-7100 Denton, City of Ship To: 215 E. McKinney Street Denton TX 76201-4299 PO #: ENGINE DropRetailSellingExtendedExtended Part #DescriptionShippedQtySavingsPricePriceDiscountPrice SP10-600PU-50-W*HOSE, SINGLE JACKET, 1" X 50, WHITE5.00$73.60$0.00$73.60$0.00$368.00 DP17-1000-50-O*HOSE, COMBAT READY, 1.75" X 50, ORANGE6.00$254.73$0.00$254.73$0.00$1,528.38 DP17-1000-50-B*HOSE, COMBAT READY, 1.75" X 50, BLUE6.00$254.73$0.00$254.73$0.00$1,528.38 DP17-1000-50-G*HOSE, COMBAT READY, 1.75" X 50, GREEN8.00$254.73$0.00$254.73$0.00$2,037.84 DP17-1000-10-Y*HOSE, COMBAT READY, 1.75" X 10, YELLOW2.00$75.33$0.00$75.33$0.00$150.66 DP25-1000-50-Y*HOSE, COMBAT READY, 2.5 " X 50, YELLOW15.00$329.48$0.00$329.48$0.00$4,942.20 DP25-1000-10-Y*HOSE, COMBAT READY, 2.5" X 10, YELLOW2.00$93.73$0.00$93.73$0.00$187.46 RC50-450-10-R*HOSE, PRO-FLOW LDH.5 " X 10, RED2.00$195.85$0.00$195.85$0.00$391.70 RC50-450-25-R*HOSE, PRO-FLOW LDH.5 " X 25, RED2.00$256.74$0.00$256.74$0.00$513.48 RC50-450-50-R*HOSE, PRO-FLOW LDH.5 " X 50, RED2.00$365.70$0.00$365.70$0.00$731.40 RC50-450-100-Y*HOSE, PRO-FLOW LDH.5 " X 100, YELLOW12.00$572.70$0.00$572.70$0.00$6,872.40 AXD1ST-NX-T*INTAKE VLV, 5.0"STORZ RIGID X 6.0"F, TOP CRK2.00$1,505.93$0.00$1,505.93$0.00$3,011.86 AH1ST-NP*ELBOW 5.0"STORZ X 4.0"NHF1.00$130.24$0.00$130.24$0.00$130.24 A01ST*BLIND CAP 5" STORTZ3.00$52.61$0.00$52.61$0.00$157.83 03726401*Wye, B-100-LA, 1.5" NH Inlet x 1.5" NH (2), LH1.00$254.90$0.00$254.90$0.00$254.90 1581*WYE, 2.5" X 1.5" (2)2.00$603.98$0.00$603.98$0.00$1,207.96 00164401*SIAMESE, 2.5" (2) X 5" STORZ1.00$566.49$0.00$566.49$0.00$566.49 00150101*SIAMESE, 2.5" (2) X 2.5"1.00$349.14$0.00$349.14$0.00$349.14 HB228-5LDH Hose Clamp, HASBRA, 5"1.00$531.30$0.00$531.30$0.00$531.30 HB228A-5Bracket, 5" Hasbra hose clamp1.00$59.80$0.00$59.80$0.00$59.80 03972401*INLINE FOAM INDUCTOR, 150 GPM1.00$534.68$0.00$534.68$0.00$534.68 S54L545-H535" STORZ // Female RL Swivel NH 4.5", HC Blue3.00$182.24$0.00$182.24$0.00$546.72 Pay TypeCC #Amount Parts Total:$217,906.30 Discount Total: $0.00 Core Total: $0.00 Ext Price: $219,406.30 Freight Total: $1,500.00 Sales Tax:$0.00 Sublet Total:$0.00 Total:$219,406.30 Labor Total:$0.00 Deposits:$0.00 Signature:___________________________________ PARTS - ESTIMATE Other Charges:$0.00 Amount Due:$219,406.30 Shop Supplies:$0.00 Amt Tendered:$0.00 Cashed Out By: Sub Total:$219,406.30 Chg Returned:$0.00 Cash Out Date: Cash Drawer: DISCLAIMER OF WARRANTIES - Any warranties on the products sold hereby are those made by the manufacturer. The seller hereby expressly disclaims all warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose, and seller neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of said products. NO RETURNS ON ELECTRICAL ITEMS. NO RETURNS WITHOUT SALES RECEIPT. RESTOCKING CHARGE OF 20% ON NON-STOCK ITEMS! Printed On : 12/20/2018 11:30:37 AMPage 1 of 8 EXHIBIT 3 Siddons-Martin Emergency Group 14000864 Estimate Number: 3500 Shelby Lane 11/6/2018 Denton TX USA 76207 Ticket Date: Phone #:(940) 382-9600 Cashed Out Date: (A0DE) John Morris Fax #: (940) 382-9605 Parts Employee: PARTS - ESTIMATE PO Box 610101 Dallas Tx, 75261-0101 Remit To: 1003013 Work: (940) 349-7100 Denton, City of Ship To: 215 E. McKinney Street Denton TX 76201-4299 PO #: ENGINE ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 S54L54-H53*5" STORZ // Female RL Swivel NH 4", HC Blue1.00$182.24$0.00$182.24$0.00$182.24 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 S60S54-H535" STORZ // 4" STORZ, HC Blue1.00$165.17$0.00$165.17$0.00$165.17 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 37RG25-H62*Female GHT // Male NH 2.5", RED HC1.00$35.22$0.00$35.22$0.00$35.22 36R11-H52*Male NH 1" // Male NH 1", HC Black2.00$15.92$0.00$15.92$0.00$31.84 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 35R11-H52*Female NH 1" // Female NH 1", HC, Black2.00$19.29$0.00$19.29$0.00$38.58 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 36R1515-H52*Adapter, Dbl. Male, Black HC2.00$12.57$0.00$12.57$0.00$25.14 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 35R1515-H52*Adapter Dbl. Female, Black HC2.00$24.09$0.00$24.09$0.00$48.18 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 36R2525-H52*Adapter, Dbl. Male 2.5", Black HC2.00$17.60$0.00$17.60$0.00$35.20 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 35R2525-H52*Adapter, Dbl. Female 2.5", Black HC2.00$32.21$0.00$32.21$0.00$64.42 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 37R2515-H52*Adapter, 2.5"F X 1.5" M, Black HC2.00$20.09$0.00$20.09$0.00$40.18 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 37R1525-H52*Female NH 1.5" // Male NH 2.5", HC Black1.00$20.64$0.00$20.64$0.00$20.64 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 37R151-H52*Female NH 1.5" // Male NH 1"2.00$18.43$0.00$18.43$0.00$36.86 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 Pay TypeCC #Amount Parts Total:$217,906.30 Discount Total: $0.00 Core Total: $0.00 Ext Price: $219,406.30 Freight Total: $1,500.00 Sales Tax:$0.00 Sublet Total:$0.00 Total:$219,406.30 Labor Total:$0.00 Deposits:$0.00 Signature:___________________________________ PARTS - ESTIMATE Other Charges:$0.00 Amount Due:$219,406.30 Shop Supplies:$0.00 Amt Tendered:$0.00 Cashed Out By: Sub Total:$219,406.30 Chg Returned:$0.00 Cash Out Date: Cash Drawer: DISCLAIMER OF WARRANTIES - Any warranties on the products sold hereby are those made by the manufacturer. The seller hereby expressly disclaims all warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose, and seller neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of said products. NO RETURNS ON ELECTRICAL ITEMS. NO RETURNS WITHOUT SALES RECEIPT. RESTOCKING CHARGE OF 20% ON NON-STOCK ITEMS! Printed On : 12/20/2018 11:30:37 AMPage 2 of 8 EXHIBIT 3 Siddons-Martin Emergency Group 14000864 Estimate Number: 3500 Shelby Lane 11/6/2018 Denton TX USA 76207 Ticket Date: Phone #:(940) 382-9600 Cashed Out Date: (A0DE) John Morris Fax #: (940) 382-9605 Parts Employee: PARTS - ESTIMATE PO Box 610101 Dallas Tx, 75261-0101 Remit To: 1003013 Work: (940) 349-7100 Denton, City of Ship To: 215 E. McKinney Street Denton TX 76201-4299 PO #: ENGINE 09KT25225M-P18*HYDRANT GATE VALVE BLACK1.00$240.75$0.00$240.75$0.00$240.75 37R1G-H57*Female NH 1" // Male GHT, HC Green2.00$18.84$0.00$18.84$0.00$37.68 ENGRAVEENGRAVE SETUP "DENTON FD"1.00$11.50$0.00$11.50$0.00$11.50 01507001*Elkhart S-454 Hydrant Wrench3.00$70.79$0.00$70.79$0.00$212.37 01519001*470 Elkhart Spanner Wrenches holder only4.00$63.96$0.00$63.96$0.00$255.84 A3810*TFT, JUMBO SPANNER SET W/ BKT2.00$86.25$0.00$86.25$0.00$172.50 A3090*SINGLE JUMBO SPANNER WRENCH6.00$20.13$0.00$20.13$0.00$120.78 71297000*T-464 Universal Spanner10.00$23.60$0.00$23.60$0.00$236.00 HPKE25R2590-P18HIGH PRESSURE 90* ELBOW BLACK1.00$404.93$164.65$240.28$0.00$240.28 J25G200SIN-LINE PITOT PRESSURE GAUGE 2.5" NH1.00$390.00$141.60$248.40$0.00$248.40 XFC-62*Crossfire & Extend-A-Gun PKG1.00$6,995.00$2,651.45$4,343.55$0.00$4,343.55 A3820HOSE ROLLER, TFT1.00$129.38$0.00$129.38$0.00$129.38 78Hose and Ladder Strap1.00$60.86$0.00$60.86$0.00$60.86 343-STAND*STAND PIPE BAG1.00$121.89$0.00$121.89$0.00$121.89 FD-HY200*HYDRANT PACK1.00$140.29$0.00$140.29$0.00$140.29 DQS40P*QUARDRAFOG W/ GRIP, 1"2.00$453.33$0.00$453.33$0.00$906.66 FSS8*STRAIGHT TIP, 7/8"3.00$49.68$0.00$49.68$0.00$149.04 ME1TO-202*METRO 1 TIP 1.5" NH, 175PGM@75PSI5.00$385.02$0.00$385.02$0.00$1,925.10 H-VOI*TFT, DETENT VALVE W/GRIP 1.5" NH x 1.5" NH6.00$251.51$0.00$251.51$0.00$1,509.06 ME2-TO*METRO 2 TIP 1.5" NH1.00$431.60$0.00$431.60$0.00$431.60 H-2VO*DETENT VALVE 2.5" NH X 1.5" NH3.00$282.56$0.00$282.56$0.00$847.68 FSS10*STRAIGHT TIP, 1-1/8"2.00$49.68$0.00$49.68$0.00$99.36 FS-3STACK*STACKED TIPS 1.5" INLET,1-1/4, 1-1/8", and 1"1.00$86.94$0.00$86.94$0.00$86.94 H-2VPP*PLAYPIPE W/VALVE 2.5" NH F X 1.5" NH M1.00$549.59$0.00$549.59$0.00$549.59 Pay TypeCC #Amount Parts Total:$217,906.30 Discount Total: $0.00 Core Total: $0.00 Ext Price: $219,406.30 Freight Total: $1,500.00 Sales Tax:$0.00 Sublet Total:$0.00 Total:$219,406.30 Labor Total:$0.00 Deposits:$0.00 Signature:___________________________________ PARTS - ESTIMATE Other Charges:$0.00 Amount Due:$219,406.30 Shop Supplies:$0.00 Amt Tendered:$0.00 Cashed Out By: Sub Total:$219,406.30 Chg Returned:$0.00 Cash Out Date: As our customer, you Cash Drawer: $2,957.70 just saved: DISCLAIMER OF WARRANTIES - Any warranties on the products sold hereby are those made by the manufacturer. The seller hereby expressly disclaims all warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose, and seller neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of said products. NO RETURNS ON ELECTRICAL ITEMS. NO RETURNS WITHOUT SALES RECEIPT. RESTOCKING CHARGE OF 20% ON NON-STOCK ITEMS! Printed On : 12/20/2018 11:30:37 AMPage 3 of 8 EXHIBIT 3 Siddons-Martin Emergency Group 14000864 Estimate Number: 3500 Shelby Lane 11/6/2018 Denton TX USA 76207 Ticket Date: Phone #:(940) 382-9600 Cashed Out Date: (A0DE) John Morris Fax #: (940) 382-9605 Parts Employee: PARTS - ESTIMATE PO Box 610101 Dallas Tx, 75261-0101 Remit To: 1003013 Work: (940) 349-7100 Denton, City of Ship To: 215 E. McKinney Street Denton TX 76201-4299 PO #: ENGINE FLT8*FIREAXE, FLAT HEAD, 8#, 32" FBG1.00$252.99$0.00$252.99$0.00$252.99 PHA*FIREAXE, PICK HEAD, 6#, 32" FBG1.00$241.49$0.00$241.49$0.00$241.49 LS-PIG-32-B*AXE, THE PIG, 32", 8#, BLACK1.00$189.75$0.00$189.75$0.00$189.75 PB-30*PRO-BAR 30"1.00$207.00$0.00$207.00$0.00$207.00 TNT-TN640TNT Tools - The Denver Tool1.00$264.50$0.00$264.50$0.00$264.50 36124*PIKE POLE, 4 W/ D HANDLE1.00$69.56$0.00$69.56$0.00$69.56 RH-6*FHU, NY ROOF HOOK, 62.00$97.75$0.00$97.75$0.00$195.50 APH-8*ALL PURPOSE HOOK W/ GAS, 81.00$94.30$0.00$94.30$0.00$94.30 APH-12*ALL PURPOSE HOOK, 12, FHU, GAS1.00$135.70$0.00$135.70$0.00$135.70 SLO-8-24HM*Sledge Hammer, Orange Fiberglass1.00$49.45$0.00$49.45$0.00$49.45 35577*CEILING/WALL HOOK W/ D HANDLE1.00$101.65$0.00$101.65$0.00$101.65 36565*TRASH HOOK, 61.00$62.94$0.00$62.94$0.00$62.94 36554*TRASH HOOK, 4 W/ D HANDLE1.00$86.14$0.00$86.14$0.00$86.14 69704*BOLT CUTTER, 36"1.00$174.23$0.00$174.23$0.00$174.23 69702*BOLT CUTTERS, 24"1.00$127.71$0.00$127.71$0.00$127.71 72199*SCOOP SHOVEL1.00$35.44$0.00$35.44$0.00$35.44 69148*Classic SP Shovel, #2, 48" handle1.00$28.44$0.00$28.44$0.00$28.44 69048*Classic RP Shovel, #2, 48 handle1.00$28.44$0.00$28.44$0.00$28.44 32955Big Easy Glo Lockout Kit1.00$56.35$0.00$56.35$0.00$56.35 32935Big Easy Storage Pouch1.00$24.15$0.00$24.15$0.00$24.15 REXT*REX TOOL1.00$143.75$0.00$143.75$0.00$143.75 10030*3lb Power Drive, C grip1.00$30.06$0.00$30.06$0.00$30.06 EKS-12*ELEVATOR KEYS1.00$178.25$0.00$178.25$0.00$178.25 JHOOK*J HOOK1.00$28.75$0.00$28.75$0.00$28.75 Pay TypeCC #Amount Parts Total:$217,906.30 Discount Total: $0.00 Core Total: $0.00 Ext Price: $219,406.30 Freight Total: $1,500.00 Sales Tax:$0.00 Sublet Total:$0.00 Total:$219,406.30 Labor Total:$0.00 Deposits:$0.00 Signature:___________________________________ PARTS - ESTIMATE Other Charges:$0.00 Amount Due:$219,406.30 Shop Supplies:$0.00 Amt Tendered:$0.00 Cashed Out By: Sub Total:$219,406.30 Chg Returned:$0.00 Cash Out Date: As our customer, you Cash Drawer: $2,957.70 just saved: DISCLAIMER OF WARRANTIES - Any warranties on the products sold hereby are those made by the manufacturer. The seller hereby expressly disclaims all warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose, and seller neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of said products. NO RETURNS ON ELECTRICAL ITEMS. NO RETURNS WITHOUT SALES RECEIPT. RESTOCKING CHARGE OF 20% ON NON-STOCK ITEMS! Printed On : 12/20/2018 11:30:37 AMPage 4 of 8 EXHIBIT 3 Siddons-Martin Emergency Group 14000864 Estimate Number: 3500 Shelby Lane 11/6/2018 Denton TX USA 76207 Ticket Date: Phone #:(940) 382-9600 Cashed Out Date: (A0DE) John Morris Fax #: (940) 382-9605 Parts Employee: PARTS - ESTIMATE PO Box 610101 Dallas Tx, 75261-0101 Remit To: 1003013 Work: (940) 349-7100 Denton, City of Ship To: 215 E. McKinney Street Denton TX 76201-4299 PO #: ENGINE TS420*STIHL ROTORY SAW, 14"1.00$1,117.79$0.00$1,117.79$0.00$1,117.79 166692*MK Diamond Fire Tiger Blades 14"2.00$198.03$0.00$198.03$0.00$396.06 TMB14*Maxiblade 30 Tooth Carbide Tipped Blade, 14"2.00$103.85$0.00$103.85$0.00$207.70 343-UTIL*Saw Blade Carry Bag, SMALL1.00$57.49$0.00$57.49$0.00$57.49 MS461RES*Rescue Chain Saw, Sthil, 20" bar1.00$1,293.75$0.00$1,293.75$0.00$1,293.75 RAPCORAPCO CHAIN-20"2.00$177.19$0.00$177.19$0.00$354.38 W-BT-ECBarricade Tape, 3 in.x 1000 ft., 3 Mil.2.00$12.06$0.00$12.06$0.00$24.12 W-CC5BDicke Tools: Collapsible Cone Kit, 28", 5 CONES1.00$175.95$0.00$175.95$0.00$175.95 12017Little Giant Ladder, Revolution, M171.00$297.85$0.00$297.85$0.00$297.85 RBG-RC010RIT CACHE TARP1.00$195.49$0.00$195.49$0.00$195.49 HTV-12X18-10-R*SALVAGE COVER, 12X18, 10OZ, RED1.00$91.71$0.00$91.71$0.00$91.71 BH-20*BLOW HARD FAN1.00$4,542.50$0.00$4,542.50$0.00$4,542.50 AX331EXTINGUISHER, 15 lb CO2 w/ Wall Hanger - 10B:C1.00$259.84$0.00$259.84$0.00$259.84 ANS430847Ansul Water Extinguisher, W02-11.00$138.00$0.00$138.00$0.00$138.00 AX411Amerex® 20 lb ABC w/ Wall Hanger - 10A:120B:C1.00$148.96$0.00$148.96$0.00$148.96 141601 gal. Type I Safety Can1.00$61.53$0.00$61.53$0.00$61.53 EU2000I*HONDA GENERATOR, 2000W1.00$1,263.85$0.00$1,263.85$0.00$1,263.85 ECRP-10*10 (254 mm) Live Cord Reel1.00$406.64$0.00$406.64$0.00$406.64 ECRP-10-ELSS-XLAC*10 Live Cord Reel with SceneStar 20,000L1.00$1,492.47$0.00$1,492.47$0.00$1,492.47 SPRINKLER STOPSprinkler stop, valve, 6-3/4"4.00$19.19$0.00$19.19$0.00$76.76 2002I-50 SCBA IDENTIFIERS (FRONT)4.00$17.83$0.00$17.83$0.00$71.32 2001I-50 SCBA IDENTIFIERS (BACK)4.00$17.83$0.00$17.83$0.00$71.32 X33140222004024.5 X3CGA, SH QD/SEM/DEB6.00$6,886.37$0.00$6,886.37$0.00$41,318.22 80472201Scott Safety Cylinder, 45 min, 450012.00$1,227.31$0.00$1,227.31$0.00$14,727.72 Pay TypeCC #Amount Parts Total:$217,906.30 Discount Total: $0.00 Core Total: $0.00 Ext Price: $219,406.30 Freight Total: $1,500.00 Sales Tax:$0.00 Sublet Total:$0.00 Total:$219,406.30 Labor Total:$0.00 Deposits:$0.00 Signature:___________________________________ PARTS - ESTIMATE Other Charges:$0.00 Amount Due:$219,406.30 Shop Supplies:$0.00 Amt Tendered:$0.00 Cashed Out By: Sub Total:$219,406.30 Chg Returned:$0.00 Cash Out Date: As our customer, you Cash Drawer: $2,957.70 just saved: DISCLAIMER OF WARRANTIES - Any warranties on the products sold hereby are those made by the manufacturer. The seller hereby expressly disclaims all warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose, and seller neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of said products. NO RETURNS ON ELECTRICAL ITEMS. NO RETURNS WITHOUT SALES RECEIPT. RESTOCKING CHARGE OF 20% ON NON-STOCK ITEMS! Printed On : 12/20/2018 11:30:37 AMPage 5 of 8 EXHIBIT 3 Siddons-Martin Emergency Group 14000864 Estimate Number: 3500 Shelby Lane 11/6/2018 Denton TX USA 76207 Ticket Date: Phone #:(940) 382-9600 Cashed Out Date: (A0DE) John Morris Fax #: (940) 382-9605 Parts Employee: PARTS - ESTIMATE PO Box 610101 Dallas Tx, 75261-0101 Remit To: 1003013 Work: (940) 349-7100 Denton, City of Ship To: 215 E. McKinney Street Denton TX 76201-4299 PO #: ENGINE UCF9000*THERMAL IMAGING CAMERAL, DRAGER1.0$011,845.00$0.00$11,845.00$0.00$11,845.00 AC-HOTSTICK-1XAC HOTSTICK1.00$343.85$0.00$343.85$0.00$343.85 047-0601-000RAE SYSTEMS Personal Radiation Detector1.00$1,642.20$0.00$1,642.20$0.00$1,642.20 020-111-2AOQRAE II Multi Gas Detector1.00$906.30$0.00$906.30$0.00$906.30 906-00000-08SENSIT HXG-2D Combustable gas monitor1.00$436.36$0.00$436.36$0.00$436.36 ESL-24*M28 Volt 24 Inch Super Light Spreader1.0$010,423.60$0.00$10,423.60$0.00$10,423.60 ESLC-29 M28 Volt 7-3/8 Inch C-Cutter1.00$9,769.25$0.00$9,769.25$0.00$9,769.25 ETLS-40*Storm Series 28v 40" Telescoping Ram1.00$9,424.25$0.00$9,424.25$0.00$9,424.25 5983110753/8" Water Rescue Throw Bag, 754.00$75.15$0.00$75.15$0.00$300.60 430402Rope Bage Blue2.00$77.05$0.00$77.05$0.00$154.10 809844RT Gear Pack1.00$144.90$0.00$144.90$0.00$144.90 808326Usar Tech Rope and Equipment Bag2.00$326.60$0.00$326.60$0.00$653.20 7945RY1" WEBBING, BLUE, 1501.00$64.69$0.00$64.69$0.00$64.69 7945OR1" WEBBING, ORANGE, 1501.00$64.69$0.00$64.69$0.00$64.69 7945RD1" WEBBING, RED, 1501.00$64.69$0.00$64.69$0.00$64.69 7945YE1" WEBBING, YELLOW, 1501.00$64.69$0.00$64.69$0.00$64.69 202164ProSeries Confined Space Rescue Harness, reg1.00$608.35$0.00$608.35$0.00$608.35 202165HARNESS, CSR, X-LRG, CMC PROSERIES1.00$608.35$0.00$608.35$0.00$608.35 6124184ROPE GUARD, Medium 18 inch Color Red2.00$18.98$0.00$18.98$0.00$37.96 3004413" SINGLE PULLEY2.00$119.03$0.00$119.03$0.00$238.06 3004422.5" DOUBLE PULLEY2.00$165.60$0.00$165.60$0.00$331.20 305011O RING1.00$14.95$0.00$14.95$0.00$14.95 201106Pick-off Strap1.00$51.75$0.00$51.75$0.00$51.75 300650ANCHOR PLATE, BLACK1.00$58.94$0.00$58.94$0.00$58.94 Pay TypeCC #Amount Parts Total:$217,906.30 Discount Total: $0.00 Core Total: $0.00 Ext Price: $219,406.30 Freight Total: $1,500.00 Sales Tax:$0.00 Sublet Total:$0.00 Total:$219,406.30 Labor Total:$0.00 Deposits:$0.00 Signature:___________________________________ PARTS - ESTIMATE Other Charges:$0.00 Amount Due:$219,406.30 Shop Supplies:$0.00 Amt Tendered:$0.00 Cashed Out By: Sub Total:$219,406.30 Chg Returned:$0.00 Cash Out Date: As our customer, you Cash Drawer: $2,957.70 just saved: DISCLAIMER OF WARRANTIES - Any warranties on the products sold hereby are those made by the manufacturer. The seller hereby expressly disclaims all warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose, and seller neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of said products. NO RETURNS ON ELECTRICAL ITEMS. NO RETURNS WITHOUT SALES RECEIPT. RESTOCKING CHARGE OF 20% ON NON-STOCK ITEMS! Printed On : 12/20/2018 11:30:37 AMPage 6 of 8 EXHIBIT 3 Siddons-Martin Emergency Group 14000864 Estimate Number: 3500 Shelby Lane 11/6/2018 Denton TX USA 76207 Ticket Date: Phone #:(940) 382-9600 Cashed Out Date: (A0DE) John Morris Fax #: (940) 382-9605 Parts Employee: PARTS - ESTIMATE PO Box 610101 Dallas Tx, 75261-0101 Remit To: 1003013 Work: (940) 349-7100 Denton, City of Ship To: 215 E. McKinney Street Denton TX 76201-4299 PO #: ENGINE 300701CMC Rescue Swivel - NFPA G1.00$103.39$0.00$103.39$0.00$103.39 300850RESCUE 8, STEEL2.00$94.30$0.00$94.30$0.00$188.60 201024CMC ProSeries 7 Anchor Strap - NFPA1.00$53.48$0.00$53.48$0.00$53.48 300120CMC Rescue Steel Locking D Carabiner (Gold)8.00$64.40$0.00$64.40$0.00$515.20 371290CMC NFPA Extra Large Steel Rescue Carabiner1.00$40.25$0.00$40.25$0.00$40.25 300890Bar Rack1.00$157.38$0.00$157.38$0.00$157.38 390364SHOCK ABSORBER1.00$39.10$0.00$39.10$0.00$39.10 07.1000.1125PFD, RANGER, LARGE, BLK/YEL4.00$270.24$0.00$270.24$0.00$1,080.96 42604.01.104*NRS Livery Helmet Yellow4.00$40.25$0.00$40.25$0.00$161.00 REPC1550EMSPelican 1550EMS Case1.00$315.10$0.00$315.10$0.00$315.10 NSN 6760-01-491-27091550 Yellow Pelican Case1.00$155.95$0.00$155.95$0.00$155.95 LIFEPAK-DENTONLIFEPAK 15- DENTON FD SPEC1.0$045,930.23$0.00$45,930.23$0.00$45,930.23 QM-CWHCeiling and wall tool holder1.00$40.25$12.44$27.81$0.00$27.81 BCBBOLT CUTTER BRACKET 16"-36"2.00$91.45$28.35$63.10$0.00$126.20 1004-BHANDLELOK W/BLACK STRAP30.00$30.23$0.00$30.23$0.00$906.90 1009TOOL HANGER4.00$32.78$0.00$32.78$0.00$131.12 1002FLEXMOUNT1.00$30.95$1.63$29.33$0.00$29.33 K5032HALLIGAN TOOL MOUNT KIT1.00$93.73$0.00$93.73$0.00$93.73 1003-HDHEAVY DUTY TOOLOK YLW5.00$24.25$0.00$24.25$0.00$121.25 1001HOOKLOKS PAIR15.00$24.60$0.00$24.60$0.00$369.00 K50108-10# SLEDGEHAMMER POCKET KIT2.00$69.58$0.00$69.58$0.00$139.16 1011FLATHEAD AXE HANGER / POCKET1.00$64.98$0.00$64.98$0.00$64.98 1012PICKHEAD AXE HANGER / POCKET1.00$87.98$0.00$87.98$0.00$87.98 1019UNIVERSAL HANGER5.00$17.83$0.00$17.83$0.00$89.15 Pay TypeCC #Amount Parts Total:$217,906.30 Discount Total: $0.00 Core Total: $0.00 Ext Price: $219,406.30 Freight Total: $1,500.00 Sales Tax:$0.00 Sublet Total:$0.00 Total:$219,406.30 Labor Total:$0.00 Deposits:$0.00 Signature:___________________________________ PARTS - ESTIMATE Other Charges:$0.00 Amount Due:$219,406.30 Shop Supplies:$0.00 Amt Tendered:$0.00 Cashed Out By: Sub Total:$219,406.30 Chg Returned:$0.00 Cash Out Date: As our customer, you Cash Drawer: $3,028.47 just saved: DISCLAIMER OF WARRANTIES - Any warranties on the products sold hereby are those made by the manufacturer. The seller hereby expressly disclaims all warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose, and seller neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of said products. NO RETURNS ON ELECTRICAL ITEMS. NO RETURNS WITHOUT SALES RECEIPT. RESTOCKING CHARGE OF 20% ON NON-STOCK ITEMS! Printed On : 12/20/2018 11:30:37 AMPage 7 of 8 EXHIBIT 3 Siddons-Martin Emergency Group 14000864 Estimate Number: 3500 Shelby Lane 11/6/2018 Denton TX USA 76207 Ticket Date: Phone #:(940) 382-9600 Cashed Out Date: (A0DE) John Morris Fax #: (940) 382-9605 Parts Employee: PARTS - ESTIMATE PO Box 610101 Dallas Tx, 75261-0101 Remit To: 1003013 Work: (940) 349-7100 Denton, City of Ship To: 215 E. McKinney Street Denton TX 76201-4299 PO #: ENGINE M-25MOUNTING PLATE, 2.5"10.00$12.82$0.00$12.82$0.00$128.20 M-15MOUNTING PLATE, 1.5"10.00$11.85$0.00$11.85$0.00$118.50 SMP-50STORZ MOUNTING PLATE, 5"3.00$24.15$0.00$24.15$0.00$72.45 CH-312WATER CAN HARNESS1.00$34.50$0.00$34.50$0.00$34.50 90503*Flashlight, Streamlight Survivor LED4.00$130.05$0.00$130.05$0.00$520.20 44315*Vulcan 180 Vehicle Mount System - Orange - Div 22.00$185.87$0.00$185.87$0.00$371.74 45670*Portable Scene Light - 120V AC/12V1.00$703.21$0.00$703.21$0.00$703.21 MISCCustom Poly1.00$4,000.00$0.00$4,000.00$0.00$4,000.00 DS-PAN-111-2Docking station: Panasonic Toughboo1.00$1,028.61$389.84$638.77$0.00$638.77 FRTFREIGHT1.00$1,500.00$0.00$1,500.00$0.00$1,500.00 Pay TypeCC #Amount Parts Total:$217,906.30 Discount Total: $0.00 Core Total: $0.00 Ext Price: $219,406.30 Freight Total: $1,500.00 Sales Tax:$0.00 Sublet Total:$0.00 Total:$219,406.30 Labor Total:$0.00 Deposits:$0.00 Signature:___________________________________ PARTS - ESTIMATE Other Charges:$0.00 Amount Due:$219,406.30 Shop Supplies:$0.00 Amt Tendered:$0.00 Cashed Out By: Sub Total:$219,406.30 Chg Returned:$0.00 Cash Out Date: As our customer, you Cash Drawer: $3,418.31 just saved: DISCLAIMER OF WARRANTIES - Any warranties on the products sold hereby are those made by the manufacturer. The seller hereby expressly disclaims all warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose, and seller neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of said products. NO RETURNS ON ELECTRICAL ITEMS. NO RETURNS WITHOUT SALES RECEIPT. RESTOCKING CHARGE OF 20% ON NON-STOCK ITEMS! Printed On : 12/20/2018 11:30:37 AMPage 8 of 8 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-084,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton approving a City sponsorship in an amount not to exceed $500.00 to the Denton Chamber of Commerce for the 2019 Denton County Days on Monday, February 18, 2019 through Wednesday, February 20, 2019; and providing an effective date. City of DentonPage 1 of 1Printed on 2/1/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs/IGR DCM: Bryan Langley, Deputy City Manager DATE: January 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving a City sponsorship in an amount not to exceed $500.00 to the Denton Chamber of Commerce for 2019 Denton County Days on Monday, February 18, 2019 to Wednesday, February 20, 2019; and providing an effective date. BACKGROUND Denton County Days is a joint project of the chambers of commerce of Denton County designed to acquaint the state’s top elected decision makers and key agency officials with the many assets of the county and heighten the overall image and visibility of the North Texas area. Denton County Days has been held in Austin in conjunction with every Regular Session of the Texas Legislature since 1987. The Denton Chamber coordinates teams of local volunteers to personally deliver joint position statements in cooperation with the City of Denton, Denton ISD, Texas Woman’s University, the University of North Texas, and the United Way of Denton County. The City of Denton has regularly participated in this event to actively advocate for the city and community’s interests with its partners in advance of the Regular Session. This year the event will be held on Monday, Feb. 18 through Wednesday, Feb. 20, 2019. The itinerary will include advocacy of joint positions in cooperation with local allies of February 18 & 19, a reception Tuesday th evening February 19 to which all members of the 86 Texas Legislature will be invited, and a breakfast briefing with the six-person Denton County legislative delegation on February 20. The Denton Chamber of Commerce is requesting the City of Denton provide assistance in the amount of a $500 Community Partner registration sponsorship. This would place the City of Denton logo on the banner that will be at the entrance to the legislative reception, visibility on advance invitations and promotion exhibits, and covers registration for two individuals (a value of $250; registration cost is $125 per person). Revenue from Community Partner registration and participation is applied to venue rent, food, beverages, invitation and promotional materials associated with the legislative reception, mementos personally delivered to all 181 state legislators and food and arrangements for the county legislative delegation breakfast and briefing. RECOMMENDATION The City of Denton has participated in this event to actively advocate for the city and community’s interests with its partners in advance of the Regular Session. The City provided a $500 Community Partner registration for the 2017 Denton County Days event. PRIOR ACTION/REVIEW N/A FISCAL INFORMATION If approved, the City will provide a sponsorship in an amount not to exceed $500.00 for 2019 Denton County Days. 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: 4.4 Provide outstanding leisure, cultural, and educational opportunities EXHIBITS Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Letter of Request Respectfully submitted: Sarah Kuechler Director of Public Affairs/IGR CĻĬƩǒğƩǤ ЊБΏЋЉͲ ЋЉЊВ SIGNATURE SPONSOR $5,000 (Exclusive Sponsorship) Logo on all advance promotional and registration flyers distributed to all participating chamber members (5,000 +/-) Logo on registration materials at Denton County Days in Austin (200 +/-) Logo on on-site banner at Denton County Days in Austin and Post Session De-Briefing Personal participating role in itinerary for Denton County Days Delegation Breakfast and Post Session De-Briefing Listed on invitations to the DCD Reception distributed to all 181 members of the Texas Legislature Registration for up to six persons to Denton County Days in Austin Six tickets to the Post Legislative Session Luncheon & Briefing CORPORATE SPONSOR $1,000 Logo on on-site banner at Denton County Days in Austin and Post Session De-Briefing Registration for two to Denton County Days in Austin Two tickets to the Post Legislative Session Luncheon & Briefing COMMUNITY PARTNERS $500 (Public entities) Logo on on-site banner at Denton County Days in Austin and Post Session De-Briefing Registration for 2 persons to Austin-based events Two tickets to the Post Legislative Session Luncheon & Briefing Please make payment to: DENTON COUNTY DAYS P. O. Drawer 1719 Denton, TX 76202-1719 Chuck Carpenter dcoc@denton-chamber.org 940/382-9693 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-092,Version:1 AGENDA CAPTION Consider approval of the minutes of December 3, December 4, December 11, and December 18, 2018. City of DentonPage 1 of 1Printed on 2/1/2019 powered by Legistar© CITY OF DENTON CITY COUNCIL MINUTES December 3, 2018 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Monday, December 3, 2018 at 11:30 a.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Hudspeth, Council Member Briggs, Council Member Duff, Council Member Armintor, Council Member Meltzer, Mayor Pro Tem Ryan, and Mayor Watts. ABSENT: None. 1. Work Session Reports A. ID 18-2015 Receive a report, hold a discussion, and give staff direction in the establishment of a governance process for the City Auditor’s Department for the purpose of defining the City Auditor’s authority and responsibilities for the City of Denton, Texas. Umesh Dalal, City Auditor, stated that the internal auditor was responsible for providing the City Council and management assurances about internal controls and operating performance; developing annually a flexible internal audit plan; administering an external audit contract; management of fraud, waste, and abuse hotline; receiving complaints outside of the hotline and conducting investigations; conducting follow-up reviews for implementation of recommendations; communicating with the City Council when necessary. He stated that auditing standards required a peer review every three years of audit operation to determine if the office was following auditing standards. Council discussion included management responsibilities; whether City Auditor’s budget was reviewed by the City Manager; four Council Members had to agree for something to be placed on the audit plan. Consensus of Council was to move forward with Dalal’s recommendations. Council Member Armintor arrived at the meeting. B. ID 18-2027 Receive a report, hold a discussion and give staff direction regarding an Audit of the Customer Service division of the Finance Department. Umesh Dalal, City Auditor, stated that Customer Service collected 24% of total resources for the City, approximately $268 million. He reviewed the findings of the audit. Overall, the Division had a good operation to effectively process the revenues billed, accounted and collected. The staff was receptive and prompt in addressing discrepancies identified by this audit. The controls over $32 million in cash and checks were improved due to implementation of better procedures for accessing cash and processing revenues. The computer access controls were strengthened due to segregation of duties. This change improved controls over the entire $268 million annual collection by the Division. Formal policies and procedures would be developed that would document processes already working well. This documentation was necessary for consistent and ongoing compliance with management direction. Compliance with credit card City of Denton City Council Minutes December 3, 2018 Page 2 industry requirements was achieved, which was in progress at the beginning of the audit. Recommendations would improve efficiencies in collection of closed, delinquent accounts by timely referring them to the collection agency. This change would improve efficiency in collection function and free up staff time currently committed to collection. The audit identified more than $1.4 million owed by five accounts that needed follow-up. Recommendation was made to pursue collection on these accounts, which may result in the City receiving a large amount of revenue. Dalal stated that a more detailed report was included in the backup. The audit made 14 recommendations. The Division had concurred with all of them. Implementation of 11 recommendations was already completed. Two of the remaining recommendations would be implemented upon the City Council’s guidance and approval. The implementation of one recommendation was in progress at the time of issuance of the report. Management responses were included after each set of recommendations in the report. Council discussion included waiver of fees; pole attachment agreements. Council Member Hudspeth arrived at the meeting. C. ID 18-2098 Receive a report, hold a discussion, and give staff direction regarding nominations and the appointment of a Member to the Board of Directors of the Denton County Transportation Authority. Mario Canizares, Assistant City Manager, stated that the City’s primary appointee to the Denton County Transportation Authority (DCTA) Board, Richard Huckaby, had resigned from his seat on the board on November 27. The City’s alternate representative, Donna Bloom, had also resigned from her position in early November. With these two resignations, the City did not currently have a representative to the DCTA Board. The next Board meeting was scheduled for December 13. Council discussed interested candidates for the primary representative and potential alternates; as well as needing more information regarding terms. Mayor Pro Tem Ryan nominated Sara Bagheri to be the primary representative to the Board. Council Member Meltzer stated that he was waiting for an application from Rick Woolfolk and would like to nominate him. Canizares stated that there was an action item on the December 4 agenda. 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 City of Denton City Council Minutes December 3, 2018 Page 3 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 stated that the new wayfinding signs were up and asked what was being done with the older, existing signs that were located directly behind the newly installed signs. Council Member Meltzer asked for an informal staff report on what it would take to design a study to get data on the gas well setbacks. Council Member Hudspeth thanked everyone that helped with the Holiday Lighting and the Holiday Express. Mayor Watts thanked Council Member Briggs for doing the welcome at the Holiday Lighting. With no further business, the meeting was adjourned at 12:45 p.m. ____________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ____________________________________ JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES December 4, 2018 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, December 4, 2018 at 2:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Hudspeth, Council Member Briggs, Council Member Duff, Mayor Pro Tem Ryan, Council Member Armintor, Council Member Meltzer, 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 December 4, 2018. Staff responded to the Council’s requests for clarification on the following items: Council Member Hudspeth - requested clarification on Consent Agenda Item Y and requested a brief overview of the Denton County Livestock Association. Council Member Armintor requested clarification on Consent Agenda Item A. She stated that she would like the wording "gender expression" added to the ordinance in addition to gender orientation. Mayor Watts stated that the item should be pulled for individual consideration. Sarah Kuechler, Director of Public Affairs, stated that she would need to review the term with Legal. 3. Work Session Reports A. ID 18-2044 Receive a report, hold a discussion, and give staff direction regarding the results of the US 380 street lighting feasibility and photometric study conducted by HDR Engineering, Inc. Pritam Deshmukh, City Engineer, stated that after the widening of US 380 between I-35 and US 77, the City Council directed staff to perform a street lighting study for US 380. He reviewed existing conditions and the proposed system design. He provided an estimated cost for engineering design and construction from I-35 to N. Mayhill Road. Deshmukh stated that the design phase would be about six months and construction phase would be about nine months. Council discussed leaving the lighting on the corridor as it was currently, building all from I-35 and Mayhill at a cost of approximately $5.2 million or building it in segments –– Phase I between I-35 and Bonnie Brae ($1.2 million) and Phase II between Carroll and Bell ($510,000). City of Denton City Council Minutes December 4, 2018 Page 2 Deshmukh also briefed Council that current City transportation projects had included street lights - Bonnie Brae, Mayhill, Hickory Creek West. Other major TxDOT corridors that needed retrofitting included FM 2499 - City limits to I-35, US 377 - Hobson to I-35, and FM 2181 - City limits to Lillian Miller. Council discussed the cost, additional development providing any additional lighting, whether it would have been cheaper to do when the widening was being done, and funding for these street light projects such as from bonds, cost analysis of costs to City from accidents in poorly lit areas, comprehensive study on how to solve lighting needs on a city-wide basis. General consensus of Council was to move forward on the build all. Council Member Briggs asked for slides be sent to Council on the other lighting projects. B. ID 18-1941 Receive a report, hold a discussion, and give staff direction regarding multi- family dwelling and collegiate housing. Ron Menguita, Senior Planner, reviewed the background of collegiate housing (dormitory) around universities. The Development Code Review Committee requested that the entire Council look at this. The main concerns for Collegiate Housing were parking, traffic and compatibility. He stated that there were 26 rent-by- the-bedroom developments located close to universities and served by shuttle service. Menguita stated that the question was whether dormitory should include single-family and duplex. Menguita stated that staff had reviewed development standards in several college cities. Council discussion included where these type of developments should go, provide a separate category for each use, the difference between multi-family unit and SRO (single resident occupancy), if we were asking for a separate category how were we going to define them, number of units, layout and business practice, separate classification for multi-family, classification of use - multi-family dwelling or collegiate housing (dormitory) maybe not have as many permitted by right. General consensus of Council was to have a separate zoning classification and determine criteria and definitions. C. ID 18-2040 Receive a report, hold a discussion, and provide direction concerning the City’s Homestead Exemption. David Gaines, Assistant Director of Finance, reviewed the current homestead exemption and the homestead exemption history for the past 10 years. Currently 0.5% of value or $5,000 whichever was greater. 2018 Certified Values reflected that there were 19,276 single family homes with a homestead exemption (65%). There were 29,595 total single family homes in the City and exempted value equals $93,399,453 or approximately $579,522 in revenue to City. Average taxable home value was $233,241. Denton Central Appraisal District encompassed 42 cities. 17 cities had a homestead exemption and those ranged from 0.5% to 20%. The majority of households City of Denton City Council Minutes December 4, 2018 Page 3 utilizing the Homestead Exemption were at the minimum $5,000 exemption. 2018 was the first year of Over 65 Exemption resulting in approximately $113 million less taxable value from frozen properties and $700,000 less property tax due. To receive equivalent property tax revenue on any new or increased exemption, the tax burden would spread to all property taxpayers. Options for consideration were – Option 1 - No change; Option 2 - Gradually increase to desired amount; Option 3 - Increase in 2019 to desired amount; Option 4 - Consider desired amount as part of FY 2019-20 Proposed Budget. Council discussion included increasing homestead exemption amount from .5% to 5%, doing nothing, how the effective tax rate affected this, and keeping the overall tax rate at the lowest rate possible would encourage more commercial development. City Manager Hileman stated that this item could be brought back in the April-May timeframe when they would be able to get a better idea of the tax trend. 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. 2.PROCLAMATIONS/PRESENTATIONS A. ID 18-2052 Police Appreciation Day Mayor Watts presented the proclamation for Police Appreciation Day. 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. 1. ID 18-1872 Vicki Oppenheim regarding the Denton Community Market. Vicki Oppenheim, 600 Winfield, presented a proposal to the Council for financial support for funding for positions and funding for banners. 2. ID 18-1935 Pat Smith regarding Dallas Dinner Table as an initiative of the Denton Together Coalition. Pat Smith, 1417 Cambridge, briefed the Council on an initiative called Dallas Dinner Table. 3. ID 18-2084 Ed Soph regarding gas wells and the future. City of Denton City Council Minutes December 4, 2018 Page 4 Ed Soph 1620 Victoria, spoke on behalf of the Denton Drilling Awareness Group regarding mineral rights. C. Additional Citizen Reports Diana Leggett, 1019 Aileen Street, spoke regarding safe gas well setbacks. LeeAnn Todd, 3316 Roselawn, spoke regarding a proposed concrete batch plant on Roselawn. 4.CONSENT AGENDA Mayor Pro Tem Ryan motioned, Council Member Armintor seconded to adopt the Consent Agenda and accompanying ordinances and resolutions except for Item A pulled for individual consideration. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 18-1877 B. ID 18-1877 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a First Amendment to the contract between the City of Denton and Globus Management Group, LLC, to reduce the roofing services provided by Globus Management Group, LLC to the City in order to remove the remaining roof work to be done at City Hall and the associated reduction of required services; and providing an effective date (RFP 6683- First Amendment reduces the contract by $342,280.01 for a total contract award aggregating to $1,012,492.12). Ordinance No. 18-1880 C. ID 18-1880 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the City Manager to execute a contract through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract Number DIR-TSO-3763 with Dell Marketing, L.P., for the supply of desktop Personal Computers (PCs), notebook PCs, peripherals, and services; providing for the expenditure of funds therefor; and providing an effective date (File 6931 - awarded to Dell Marketing, L.P., in the one (1) year not-to-exceed amount of $2,433,779.70). Ordinance No. 18-1961 D. ID 18-1961 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Chamber of Commerce (Convention & Visitors Bureau) for the payment and use of hotel tax revenue; and providing an effective date. ($1,370,781 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1962 E. ID 18-1962 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Community Market, Inc. for the City of Denton City Council Minutes December 4, 2018 Page 5 payment and use of hotel tax revenue; and providing an effective date. ($25,000 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1963 F. ID 18-1963 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Denton County for the payment and use of hotel tax revenue in support of the Denton County Office of History and Culture; and providing an effective date. ($157,590 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1964 G. ID 18-1964 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton African American Scholarship Foundation, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($16,000 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1965 H. ID 18-1965 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Community Theatre, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($25,500 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1966 I. ID 18-1966 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Denton Dog Days, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($19,001 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1967 J. ID 18-1967 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Festival Foundation, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($105,060 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1968 K. ID 18-1968 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Holiday Festival Association, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($23,500 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1969 L. ID 18-1969 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Explorium Denton, for the payment and use of hotel tax revenue; and providing an effective date ($7,000 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) City of Denton City Council Minutes December 4, 2018 Page 6 Ordinance No. 18-1970 M. ID 18-1970 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Greater Denton Arts Council, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($147,084 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1971 N. ID 18-1971 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Historic Denton for the payment and use of hotel tax revenue; and providing an effective date. ($1,000 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1973 O. ID 18-1973 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Central Business District Association, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($35,000 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1974 P. ID 18-1974 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Music Theatre of Denton for the payment and use of hotel tax revenue; and providing an effective date. ($5,355 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1975 Q. ID 18-1975 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the North Texas State Fair Association for the payment and use of hotel tax revenue; and providing an effective date. ($168,000 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1976 R. ID 18-1976 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Tejas Storytelling Association, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($54,829 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1977 S. ID 18-1977 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Texas Filmmakers’ Corporation for the payment and use of hotel tax revenue; and providing an effective date. ($16,567 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 19-1978 T. ID 18-1978 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Black Chamber of Commerce, Inc. City of Denton City Council Minutes December 4, 2018 Page 7 for the payment and use of hotel tax revenue; and providing an effective date. ($26,000 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-1992 U. ID 18-1992 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the City Manager to execute a contract with Protech Service Company, LLC, for the provision of maintenance services at the City of Denton’s automated truck and car wash facility; providing for the expenditure of funds therefor; and providing an effective date (IFB 6877 - awarded to Protech Service Company, LLC, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $234,000). The Public Utilities Board recommends approval (5-0). Ordinance No. 18-2016 V. ID 18-2016 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Denton African American Scholarship Foundation, Inc., for the purpose of the 2019 Denton Black Film Festival sponsorship; providing for the expenditure of funds; and providing for an effective date. ($5,000 - Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-2017 W. ID 18-2017 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Denton Black Chamber of Commerce, Inc. for the purpose of the 2019 Denton Blues Festival sponsorship; providing for the expenditure of funds; and providing for an effective date. ($3,500 - Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-2018 X. ID 18-2018 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Denton Community Market, Inc. for the purpose of 2019 Harvest Day sponsorship; providing for the expenditure of funds; and providing for an effective date. ($4,000 - Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-2019 Y. ID 18-2019 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Denton County Livestock Association, for the purpose of the Youth Fair Public Speaking Contest sponsorship; providing for the expenditure of funds; and providing for an effective date. ($400 - Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-2020 Z. ID 18-2020 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Denton Festival Foundation, Inc. for the purpose of 2019 Denton Arts and Jazz Festival sponsorship; providing for the expenditure City of Denton City Council Minutes December 4, 2018 Page 8 of funds; and providing for an effective date. ($5,000 - Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-2021 AA. ID 18-2021 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Greater Denton Arts Council, Inc. for the purpose of Community Art Grants Program sponsorship; providing for the expenditure of funds; and providing for an effective date. ($3,000 - Hotel Occupancy Tax Committee recommends approval 3-0) Ordinance No. 18-2022 BB. ID 18-2022 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and North Texas State Fair Association, Inc. for the purpose of 2019 North Texas State Fair and Rodeo sponsorship; providing for the expenditure of funds; and providing for an effective date. ($5,000 - Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Ordinance No. 18-2023 CC. ID 18-2023 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Texas Filmmakers’ Corporation for the purpose of Thin Line Fest 2019 sponsorship; providing for expenditure of funds; and providing for an effective date. ($10,000 - Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Resolution No. 18-2029 DD. ID 18-2029 Consider approval of a resolution revising Administrative Policy No. 403.07 "Debt Service Management"; and providing for an effective date. The Audit/Finance Committee recommends approval (3-0). Resolution No. 18-2039 EE. ID 18-2039 Consider approval of a Resolution revising Administrative Policy No. 403.06 "Investment Policy"; and providing for an effective date. The Audit/Finance Committee recommends approval (3-0). Ordinance No. 18-2047 FF. ID 18-2047 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the City Manager to execute a contract for the purchase of cloud-based software for permitting and zoning requirements with Open Counter Enterprises, Inc., which is the sole provider of this software in accordance with Texas Local Government Code 252.022, which 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 6918 - awarded to Open Counter Enterprises, Inc., in the five (5) year not-to-exceed amount of $125,000). City of Denton City Council Minutes December 4, 2018 Page 9 Ordinance No. 18-2049 GG. ID 18-2049 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the City Manager to execute an Intergovernmental Cooperative Purchasing Agreement with the Public Procurement Authority, under the Texas Local Government Code 271.102 to authorize City of Denton contracts for the purchase of various goods and services including community risk assessment and standards of cover for Fire/Emergency Medical Services; authorizing the expenditure of funds therefor; and declaring an effective date (File 6936 - Intergovernmental Cooperative Purchasing Agreement with the Public Procurement Authority). Council considered Item A pulled for separate consideration. A. ID 18-1825 Consider approval of a resolution of the City of Denton creating an anti-bullying and anti-harassment policy for all City facilities and programs; and providing an effective date. Sarah Kuechler, Director of Public Affairs, stated that the policy prohibited bullying against any individual on the basis of race, color, religion, gender, sexual orientation, gender identity, age, disability status, national origin, genetics, or any protected classification under Federal or state law. The policy also defined what constituted bullying and harassment, and set a clear standard for behavior in City programs and facilities. She provided some background and definitions for gender identity and gender expression and offered additional language. Council Member Hudspeth motioned to postpone to December 11, Mayor Pro Tem Ryan seconded. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "nay", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor “nay”; Council Member Meltzer “nay”, and Mayor Watts "aye". Motion carried (4-3). 5.ITEMS FOR INDIVIDUAL CONSIDERATION Council Members Meltzer and Armintor recused themselves from consideration of Items A and B. Ordinance No. 18-1902 A. ID 18-1902 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to sign an Interlocal Cooperation Agreement between the City of Denton and the University of North Texas ("UNT") regarding traffic signal operation during UNT special events and upgrades to traffic control signal equipment at four specified intersections (North Texas Boulevard at I-35E and Bonnie Brae Street at I-35E) at a cost of $60,000 ($30,000 to the City and $30,000 to UNT); providing for a severability clause; and providing for an effective date. Traffic Safety Commission recommends approval 4-0. Council Member Briggs motioned, Mayor Pro Tem Ryan seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", and Mayor Watts "aye". Motion carried (5-0). City of Denton City Council Minutes December 4, 2018 Page 10 B. ID 18-1904 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to sign an amended Interlocal Agreement between the City of Denton and the University of North Texas ("UNT") for the enforcement of parking regulations by UNT, to include Kendolph Avenue from Wilshire Street to I-35E northbound Frontage Road; providing for a severability clause; and providing for an effective date. Traffic Safety Commission recommends approval 4-0. The item died for lack of a motion. Ordinance No. 18-2046 C. ID 18-2046 Consider adoption of an ordinance of the City of Denton ("City") authorizing the City Manager, or his designee, to execute a Contract of Sale by and between Margaret Hudnall (the "Owner"), and the City, regarding the sale and purchase of fee simple to an approximate 0.472 acre tract, more or less, situated in Eugene Puchalski Survey, Abstract No. 996, Denton County, Texas for the purchase price of Two Hundred Forty-Six Thousand Nine Hundred Eighty Dollars and No Cents ($246,980.00), as prescribed in the Contract of Sale; authorizing the expenditure of funds therefor; authorizing relocation expenditures; providing for severability and an effective date. (Bonnie Brae Street project - Phase 4 - Parcel 29 - 2293 Scripture Street - Hudnall) Council Member Hudspeth recused himself from consideration of this item. Mayor Pro Tem Ryan motioned, Council Member Briggs seconded to adopt the ordinance. On roll call vote, Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried (6-0). Ordinance No. 18-1972 D. ID 18-1972 Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Kiwanis Club of Denton, Breakfast, Denton, TX for the payment and use of hotel tax revenue; and providing an effective date. ($6,000 - The Hotel Occupancy Tax and Sponsorship Committee recommends approval 3-0) Mayor Pro Tem Ryan recused himself from consideration of this item. Council Member Briggs motioned, Council Member Hudspeth seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried (6-0). E. ID 18-2095 Consider an appeal of the Historic Landmark Commission denial of an amendment to an existing Certificate of Appropriateness for the expansion of a mural to the front façade of a local designated landmark building located at 122 North Locust (COA17- 0010, 122 N. Locust) The Historic Landmark Commission recommends denial (7-0). Richard Cannone, Director of Planning, stated that this item was continued from the last Council meeting. There were three criteria for denial. The company had to meet at least one. City of Denton City Council Minutes December 4, 2018 Page 11 Eric Pulido, 1209 Piping Rock, briefed the Council on the project. The main mural was approved unanimously. Mayor Pro Tem Ryan motioned, Council Member Meltzer seconded to postpone this item to the next Council meeting. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs “aye”, Council Member Duff "nay", Council Member Armintor "nay", Mayor Pro Tem Ryan "aye"; Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried (5-2). Resolution No. 18-2099 F. ID 18-2099 Consider approval of a resolution of the City Council of the City of Denton appointing a primary representative to the Denton County Transportation Authority Board of Directors; providing a repealer; and providing an effective date. Mario Canizares, Assistant City Manager, stated this resolution would be for the appointment of the primary representation to the DCTA Board. Council Member Briggs motioned, Council Member Armintor seconded to appoint Sara Bagheri as the primary representative to the DCTA Board. On roll call vote, Council Member Hudspeth "nay", Council Member Briggs “aye”, Council Member Duff “nay”, Mayor Pro Tem Ryan "aye", Council Member Armintor “aye”, Council Member Meltzer "nay", and Mayor Watts "aye". Motion carried (4-3) 6. PUBLIC HEARINGS A. Z17-0004c Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, assigning an initial zoning classification and use designation of Neighborhood Residential 6 (NR-6) with an overlay, on approximately 118.04 acres of land, generally located, north of East McKinney Street west of South Trinity 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 for severability and establishing an effective date. The Planning and Zoning Commission recommend approval (7-0). (Z17-0004, The Woodlands of McKinney, Cindy Jackson) The Mayor opened the public hearing. Nancy Carson, 2908 Oakshire, spoke against the development. Mayor Pro Tem Ryan motioned to continue the public hearing to the January 8, 2019 Council meeting; Council Member Meltzer seconded. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. B. S17-0008c Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Specific Use Permit to allow a manufactured housing park with conditions on approximately 126.1 acres, generally located north of East McKinney Street City of Denton City Council Minutes December 4, 2018 Page 12 and west of South Trinity 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 for severability; and establishing an effective date. The Planning and Zoning Commission recommend approval (7-0). (S17-0008, The Woodlands of McKinney, Cindy Jackson) The Mayor opened the public hearing. Mayor Pro Tem Ryan motioned to continue the public hearing to the January 8, 2019 Council meeting; Council Member Meltzer seconded. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. C. S18-0008d Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Specific Use Permit to allow for a multi-family residential use as part of a mixed-use development on an approximately 31-acre site, generally located on the north side of Windsor Drive, east of the I-35 N Frontage Road, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. (S18-0008, Windsor Drive Apartments) The Mayor opened the public hearing. Council Member Meltzer motioned to continue the public hearing to the January 15, 2019 Council meeting, Mayor Pro Tem Ryan seconded. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. D. DCA18-0006b Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an amendment to the Denton Development Code (DDC), amending Subchapter 35.3 - Procedures by adding a citizen participation section; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. THIS ITEM HAS BEEN WITHDRAWN AND WILL BE CONSIDERED WITH THE DDC UPDATE. (DCA18-0006, Citizen Participation, Ron Menguita) This item was not considered. E. Z18-0021e Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a zoning change from Neighborhood Residential 2 (NR-2) to a Neighborhood Residential Mixed-Use (NRMU) District on two adjacent tracts, one of approximately 5.723 acres and the other of approximately 4.389 acres. The subject site is generally located southwest of the intersection of Teasley Lane and Pennsylvania Drive, 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 City of Denton City Council Minutes December 4, 2018 Page 13 thereof; providing a severability clause and an effective date. STAFF HAS POSTPONED THIS ITEM TO A LATER DATE. This item was not considered. Ordinance No. Z18-00018c F. Z18-0018c Hold a public hearing and consider an ordinance of the city of Denton, Texas, regarding a change in the zoning classification from a Neighborhood Residential 4 (NR-4) zoning district and use classification to a Neighborhood Residential Mixed Use 12 (NRMU- 12) zoning district and use classification, with an overlay on approximately 20.7 acres of land, generally located west of Lane Street and Mockingbird Lane, and north of the terminus of Trailhead Lane, 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; and providing for severability and an effective date. The Planning and Zoning Commission recommend approval (7-0) (Z18-0018, Oak Vista Townhomes, Cindy Jackson) The Mayor opened the public hearing. Cindy Jackson, Senior Planner, stated this was a request for a zoning change from a Neighborhood Residential 4 (NR-4) zoning district to a Neighborhood Residential Mixed Use 12 (NRMU-12) zoning district for property located west of Lane Street and Mockingbird Lane and north of the terminus of Trailhead Lane. The applicant was proposing a multifamily townhouse type development consisting of 120 town house units with a maximum density of six dwelling units per acre. The subject site was currently undeveloped. The Planning and Zoning Commission recommended approval of the request with a mixed use protection overlay including the following conditions: (1) the use of the site was limited to a multifamily townhouse development with a maximum permitted density of six dwelling units per acre; (2) the proposed northern access drive to McKinney Street shall be utilized as an EMS access only. Rick Baria, 5112 Edwards Road, the applicant, spoke regarding the development. The Mayor closed the public hearing. Council discussion included size of the units, price of the units, traffic concerns, and buffer between adjacent properties. Council Member Meltzer motioned, Council Member Hudspeth seconded to adopt the ordinance with the mixed use protection overlay and conditions recommended by P&Z. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes December 4, 2018 Page 14 Ordinance No. Z18-0014b G. Z18-0014b Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from Planned Development 115 District to a Regional Center Commercial Downtown (RCC-D) District on approximately 9.08 acres of land generally located on the south side of US Highway 77/North Elm Street, approximately 450 feet southeast of North Loop 288 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; and providing for severability and an effective date. The Planning and Zoning Commission voted 7-0 to approve the request. (Z18-0014, Commercial Rezoning, Julie Wyatt) The Mayor opened the public hearing. Richard Cannone, Deputy Director of Development Services, stated that this was a request for a zoning change from Planned Development 115 (PD 115) District to a Regional Center Commercial Downtown (RCC-D) District on a 9-acre tract. The Concept Plan for PD-115 District was approved in May 1986 and originally contemplated general retail, research laboratories, engine and motor repair, wholesale office, or sample room uses on the subject property. In 2004, the Concept Plan was modified to permit churches and related facilities. The Detailed Plan, approved in April 2004, further refined development of the site, delineating the construction phasing, landscaping, building orientation, parking, and building elevations. The subject property’s permitted uses and development standards outlined in the Concept and Detailed Plans have remained in effect since their approval in 2004; however, the site was never developed as proposed. Any development inconsistent with the approved plans required either an amendment to the Concept and Detailed Plans or a rezoning to one of the districts described in the Denton Development Code (DDC). Since the proposed mixed-use development does not conform to the approved plans, rather than amend the Planned Development, the applicant has requested to rezone the subject property to RCC-D District. The Planning and Zoning Commission recommended approval of the request. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Hudspeth motioned, Mayor Pro Tem Ryan seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. 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, City of Denton City Council Minutes December 4, 2018 Page 15 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 Meltzer requested an Informal Staff Report on the feasibility of adopting a policy related to gas well setbacks. Council Member Briggs asked for information on the batch plant on Roselawn. Council Member Briggs asked for information on community banners. Council Member Armintor asked for a work session item on the Community Market. Council Member Armintor requested an Informal Staff Report about a townhome classification. Council Member Hudspeth asked for a staff report on on-street parking that was turned over to UNT, including a feasibility analysis of allowing residents to use that parking. Council Member Hudspeth asked if staff could develop a way to brand each slide presentation with a unique identifier for each slide for easier reference. Council Member Hudspeth asked staff to explore installing a natural / planted trash can screen at the MLK Recreation Center. 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 8:55 p.m. ______________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ______________________________________ JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES December 11, 2018 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, December 11, 2018 at 1:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Hudspeth, Council Member Briggs, Council Member Duff, Mayor Pro Tem Ryan, Council Member Armintor, and Council Member Meltzer ABSENT: Mayor Watts 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 December 11, 2018. Staff responded to Council’s requests for clarification on the following items: Council Member Briggs - Consent Agenda Items A, C , and D 3. Work Session Reports Item B was considered. B. ID 18-1670 Receive a report, hold a discussion, and give staff direction regarding the update to the Historic Preservation Plan and hear a presentation from the Lakota Group. Roman McAllen, Historic Preservation Officer, presented the background on the plan update. He noted the preservation firm selection, preservation team and project scope with timeline. Nick Kalogeresis, Lakota Group, reviewed the details of their proposal for the preservation project. They approached the plan with two phases. Phase One was state of the City in terms of analyzing the city, organizational context, and community engagement with Phase Two including the draft preservation plan with community input and a final plan for consideration. Sustainability was also a portion of the plan along with enhancing community character and incentives. Council discussion included: There was a definite need for an updated city wide presentation plan Community character was necessary to set Denton apart from other communities Begin integrating future landmark districts into the preservation plan Include Southeast Denton in the proposal Mayor Watts joined the meeting. Council returned to the regular agenda order. City of Denton City Council Minutes December 11, 2018 Page 2 A. ID 18-2004 Receive a report, hold a discussion, and give staff direction regarding an economic development incentive application from Tyson Sales and Distribution. Caroline Booth, Director of Economic Development, detailed the incentive application from Tyson Sales and Distribution. She noted the details of the project which was an automated refrigerated distribution center and would be located in the Westpark TIRZ. Details of the incentive application were noted as well as fiscal information. Council discussed: Details of the DME Economic Growth Rider Whether other sites under consideration had similar renewables Whether other sites under consideration were similar in rates This customer of electricity would provide a consistent stream of usage Booth continued with details on other incentives that might be applicable to the project such as county and state incentives. Differences between this project and US Cold Storage, which Council had requested, were presented. Council discussed: Whether the new 100 jobs would be locally filled or would be transfers from a different facility Locations of other facilities in the area Number of trucks entering/existing the facility per day Booth noted some Council concern's regarding wages and hours, environmental and animal handling issues. She concluded with key points of the proposal and options with recommendations. Council continued discussion regarding: Whether the minimum wage could be written into the agreement Whether the streets in the proposed location could handle the estimated 70 trucks in and out of the area per day Whether the traffic patterns could handle the proposed traffic load Comparison of Denton with other communities in consideration Consider not including the abatement in the proposal Hours of operation for the facility Whether benefits were provided for employees Area medium income as compared to projected wage Timeline for reconstruction of Jim Chrystal Road Consensus of Council was proceed with Option 1 for the proposed incentive. C. ID 18-2083 Receive a report and hold a discussion regarding the University of North Texas Athletic Facilities Master Plan. Council Members Armintor and Meltzer recused themselves from deliberation on this item. City of Denton City Council Minutes December 11, 2018 Page 3 Wren Backer, Vice President and Director of Athletics, presented UNT's master plan for North Texas Athletics. He noted completed projects in terms of upgrades, short term-term projects, and long-term projects. Council discussed: The work UNT is doing with Denton Diablos Potential off-campus locations for some of the projects Public-private partnerships considerations Future neighborhood meetings as some of the facilities would be encroaching into the existing neighborhoods Council Members Armintor and Meltzer returned to the meeting. D. ID 18-2142 Receive a report, hold a discussion, and give staff direction regarding the Solid Waste Department’s Building Materials Recovery and rubble processing operations. Ethan Cox, Director of Solid Waste, presented the business case analysis for building materials recovery and rubble processing operations. He noted the definition of a business case analysis, elements of case analysis, definitions used in the analysis, purpose and objectives, program performance, and financial overview. Information on relocation of recycling drop-off facilities was presented along with remaining challenges with rubble processing. He presented options and recommendations which included cost of service impact, and environmental impact. Council discussion included: Market value of rubble Consider including more items for residential special pickups which might discourage illegal dumping Consensus of the Council was to proceed with Option 1. Mayor Watts noted that with Council approval, the Closed Meeting would be held at the end of the meeting with consideration of all other items first. Following the completion of the Work Meeting, the City Council convened in a Special Called Meeting. 1.CONSENT AGENDA Mayor Pro Tem Ryan motioned, Council Member Meltzer seconded to approve the Consent Agenda and accompanying ordinances and resolutions. On roll call vote, Council Member Briggs “aye”, Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes December 11, 2018 Page 4 Ordinance 18-1520 A. ID 18-1520 Consider adoption of an ordinance of the City of Denton, Texas establishing a utility billing adjustments policy; providing a severability clause and providing an effective date. Ordinance 18-1757 B. ID 18-1757 Consider adoption of an ordinance of the City of Denton, amending Ordinance No. 2018-004 to prescribe updated titles and number of positions for certain classifications of Police Department personnel; providing repealer, cumulative, and severability clauses; and declaring an effective date. Ordinance 18-2076 C. ID 18-2076 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, authorizing the approval of a third amendment to a Professional Services Agreement between the City of Denton and Nelson + Morgan Architects, Inc., amending the contract approved by Purchasing Staff on February 13, 2014, in the not-to-exceed amount of $24,840, amended by Amendments 1-2 approved by Purchasing Staff and Council, said third amendment to provide additional design services of 12 service bays at Fleet Maintenance in the amount of $139,871.88; providing for the expenditure of funds therefor; and providing an effective date (File 5497 - providing for an additional third amendment expenditure amount not-to-exceed $139,871.88, with the total contract amount not-to-exceed $342,819.97). Ordinance 18-2085 D. ID 18-2085 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract through The Interlocal Purchasing System (TIPS) Cooperative Program Contract # 2092415 for the replacement of the roof at 1001 South Mayhill and City Hall; providing for the expenditure of funds therefor; and providing an effective date (File 6908 -awarded to Roof Management Services, Inc., the amount of $665,640). Ordinance 18-2103 E. ID 18-2103 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, authorizing the approval of a first amendment to the Professional Services Agreement between the City of Denton and Modern Geosciences, LLC, for the inspection of oil and gas facilities for the City of Denton, amending the contract approved by City Council on October 24, 2017, in the not-to- exceed amount of $250,000; providing for the expenditure of funds therefor; and providing an effective date (File 6615 - providing for an additional expenditure amount not-to-exceed $250,000, for a total contract amount not-to-exceed $500,000). Ordinance 18-2117 F. ID 18-2117 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, rejecting any and all competitive bids under IFB 6900 for the construction of PEC 4 Phase 1 and 2 Drainage Improvements and Elm City of Denton City Council Minutes December 11, 2018 Page 5 and Locust Water, Sewer, and Fiber Improvements from Hickory to Eagle for the City of Denton; and providing an effective date (IFB 6900). 2.ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance 18-2072 B. ID 18-2072 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract for the Supply of Underground Distribution Cables and Substation Control Cables for the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (RFP 6842-awarded to the lowest responsive bidder for each line item, Techline, Inc., for a five (5) year not-to-exceed amount of $18,000,000 and Stuart C. Irby, for a five (5) year not-to-exceed amount of $1,400,000, in a total not-to-exceed amount of $19,400,000 for all years). Jerry Fielder, Division Engineering Manager DME, presented the details of the contract for underground distribution cables and substation control cables. He noted the usage of the distribution cable in terms of substation related projects and CIP and revenue generating projects. The usage for the substation cable, Section B, was also presented. The details of the proposed contract was noted along with the recommendation. Mayor Pro Tem Ryan motioned, Council Member Hudspeth seconded to adopt the ordinance. On roll call vote, Council Member Briggs “aye”, Council Member Duff "aye", Council Member Hudspeth “aye”, Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. Resolution 18-2146 C. ID 18-2146 Consider approval of a resolution of the City of Denton creating an anti- bullying and anti-harassment policy for all City facilities and programs; and providing an effective date. Sarah Kuechler, Director of Public Communications, presented the background information on the proposed policy along with options. Council discussion included: Training would be included in the policy This was not about who or what was added - it was about bullying Some definitions were better in a discrimination policy rather than a bullying policy Council Member Hudspeth motioned, Council Member Meltzer seconded to approve the resolution as presented. On roll call vote, Council Member Briggs “aye”, Council Member Duff "aye", Council Member Hudspeth “aye”, Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes December 11, 2018 Page 6 Ordinance 18-2028 A. ID 18-2028 Consider adoption of an ordinance of the City Council of the City of Denton, Texas, establishing a governance process for the City Auditor’s Department for the purpose of defining the City Auditor’s authority and responsibilities; providing for a repealer; providing for a severability clause; and providing for an effective date. Umesh Dalal, City Auditor, reviewed the updated proposed governance process. Mayor Pro Tem Ryan motioned, Council Member Armintor seconded to adopt the ordinance. On roll call vote, Council Member Briggs “aye”, Council Member Duff "aye", Council Member Hudspeth “aye”, Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. 3. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Briggs Options for a new sign out in front of City Hall on the street side Update on her prior request regarding opportunity zones and proposed projects Council Member Hudspeth Email regarding lack of bus service on Sundays Staff look into the towing ordinance in terms of disabled marked vehicles and consider a fine as opposed towing the vehicle Review pedestrian traffic crossing University to get to the TWU soccer field B. Possible Continuation of Closed Meeting topics, above posted. Council went into Closed Session at 4:11 p.m. Council Member Armintor and Meltzer recused themselves from deliberation on this item. City of Denton City Council Minutes December 11, 2018 Page 7 1. Closed Meeting: A. ID 18-2059 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; 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 acquisition of real property interests located in the Alexander Hill Survey, Abstract No. 623, Denton County, Texas, generally located in the 800 block of Eagle Drive, a 1.656 acre tract situated at the southeast corner of the Bernard Street / Eagle Drive intersection, City of Denton, Texas. Consultation with the City’s attorneys regarding legal issues associated with the acquisition or condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. (Eagle Electric Substation) Council returned to Open Session and with no further business, the meeting was adjourned at 4:45 p.m. __________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS __________________________ JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES December 18, 2018 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, December 18, 2018 at 12:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Council Member Hudspeth, Council Member Briggs, Council Member Duff, Mayor Pro Tem Ryan, Council Member Meltzer, and Mayor Watts. ABSENT: Council Member Armintor Mayor Watts polled Council to change the agenda order and start the meeting with Citizen Comments and Requests for Clarification of Agenda items before going into Closed Session. Council did not have any objections to the change. 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 December 18, 2018. Staff responded to CouncilÓs requests for clarification on the following items: Council Member Briggs Î pull Consent Agenda Item H; Consent Agenda Item D City Manager Hileman noted that staff was postponing consideration of Consent Agenda Item H to a future agenda. Council Member Armintor arrived at meeting. Council convened in the Closed Meeting at 12:05 p.m. 1. Closed Meeting: A. ID 18-2067 Deliberations Regarding Personnel Matters - Under Texas Government Code Section 551.074. Discuss and deliberate regarding the evaluation of candidates and the appointment/employment of a Municipal Judge. B. ID 18-2164 Consultation with Attorneys - Under Texas Government Code Section 551.071; Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Consult with the CityÓs attorneys for legal advice regarding legal status and strategy of threatened litigation involving Cleopatra Birckbichler, as well as with regard to legal matters closely related to that threatened litigation, where the CityÓs attorneysÓ duties to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflict with Chapter 551 of the Texas Open Meetings Act. This closed City of Denton City Council Minutes December 18, 2018 Page 2 session also concerns deliberations involving a public officer or employee, under circumstances allowing closed session under section 551.074 of the Texas Open Meetings Act. Council Member Armintor did not participate in deliberation of this item. C. ID 18-2165 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the CityÓs attorneys and discuss legal status and strategy in litigation styled "City of Denton, Texas vs. Brian Rushing, Calvin Patterson and Michael Marshall" pending in the Supreme Court of Texas, Cause No. 17-0336, where discussion of these legal matters in an open meeting would conflict with the duty of the CityÓs 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. D. ID 18-2169 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 disposition of real property interests located in the Hiram Sisco Survey, Abstract No. 1184, Denton County, Texas, generally located in the 200 block of East Hickory Street, City of Denton, Texas. Consultation with the CityÓs attorneys regarding legal issues associated with the disposition of the real property described above where a public discussion of these legal matters would conflict with the duty of the CityÓs 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 CityÓs legal position in any administrative proceeding or potential litigation. E. ID 18-2174 Deliberations regarding Real Property - Texas Government Code Section 551.072; Consultation with Attorneys - Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the Lease Agreement between the City and American Biosource, LLC, dated January 7, 2014 and approved and authorized by Ordinance No. 2014-020 ("Lease Agreement"). Discuss, deliberate, and receive information from the CityÓs attorneys and provide the CityÓs attorneys with direction regarding legal issues associated with the Lease Agreement where a public discussion of these legal matters would conflict with the duty of the CityÓs 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 CityÓs legal position in any administrative proceeding or potential litigation. Following the completion of the Closed Meeting, the City Council convened in a Work Session. 3. Work Session Reports City of Denton City Council Minutes December 18, 2018 Page 3 A. ID 18-2153 Receive a report from staff, hold a discussion, and give staff direction regarding the funding and improvement plan of the IOOF Cemetery and related infrastructure. Gary Packan, Director of Parks and Recreation, reviewed the funding and improvement plan for the IOOF cemetery. Parks was going to replace fencing on Highland Street with black vinyl coating chain link. Chain link fence was not on the approved list. Council discussion included seeing the difference between the two types of fences; whether there would be less damage to the fence if it was moved further back which would involve making the street narrower; discussed consistency and using the same type of fencing all around it. General consensus was be consistent and use the ornamental fencing all around. Packan stated that building improvements were to be done during Phase 2 which included door and windows, siding and trim, front columns, painting, masonry, and power washing stone. Monument improvements would be done during Phase 3. He reviewed funded improvements and unfunded improvements. The cost to redo the street from Highland to Eagle and Highland to the north end was roughly $400,000. Water line improvements from Eagle to IOOF north of Highland and wastewater improvements from Eagle to W. Highland would be roughly $1,000,000. Council discussion included whether there were any bond funds that could be used. B. ID 18-1894 Receive a report update from staff, hold a discussion, and give staff direction regarding the design and construction of the new North Lakes Park Dog Park. Gary Packan, Director of Parks and Recreation, provided an update on the North Lakes Park Dog Park. He reviewed the outcome from the public meeting which included large space/minimum of 3 play areas, s hade structures, a djacent to animal center, w aste disposal areas, w ashing stations/features, w ater features, e vents space, e cofriendly parking lot, n atural/artificial turf, r estrooms, c oncern about traffic, e nforcement of rules, o ver development of North Lakes Park. He reviewed the options -- Option 1 - Select a proposed Option 1-2-3-4 at Ðfull build outÑ as presented; Option 2 - Select a proposed Option 1a-2a-3a and ÐphaseÑ or ÐgrowÑ into the park; Option 3 - Make modifications or design a new concept, Option 4 Î Do not proceed at this time. Consensus of Council was to move forward with option 3. Mayor Watts asked for information on tree planting code requirements for park development projects. C. ID 18-2065 Receive a report, hold a discussion, and give staff direction regarding a report and recommendations from the Denton County Homeless Leadership TeamÓs Shelter Planning Workgroup and other homelessness initiatives. City of Denton City Council Minutes December 18, 2018 Page 4 Sarah Kuechler, Director of Public Affairs, stated that the Shelter Planning Workgroup was formed to assess the current environment and determine direction for the future of emergency shelter services for people experiencing homelessness in Denton County. Sarah introduced Courtney Cross with the United Way of Denton County. Cross reviewed the definition of sheltered and unsheltered. She reviewed the current emergency shelter inventory. Total beds for Denton County were 150. Beds were available for the days shelters were operating. Future plans to increase access to emergency shelter or temporary housing solutions were that the Salvation Army had plans to expand their shelter in the future, but were legally restricted. Grace Like Rain Ministries had plans to increase stays at the Wheeler House. She provided data reported from the homeless population regarding accessibility and quality of shelter services. Kuechler reviewed feedback on inclement weather shelter plans for the cities of Denton and Lewisville - workgroup recommendations were broken into two sections. First recommendation was to improve and leverage the current emergency shelter environment which included reducing barriers to entry, increasing transportation resources, and improving communications. Second recommendation was to expand emergency shelter service level which included exploring expanding shelter hours, exploring expanding shelter nights, and continuing shelter planning workgroup. Kuechler stated that next step was to investigate cost options for expanded service level for potential FY 2019-20 budgets supplemental for City Council consideration. Council discussion included expanding Monsignor King Facility, expanding shelter hours and days, including some homeless people in the workgroup, making community more aware of services available, identify gaps in service for those in need of assistance, privacy of clients, stuff being stolen. D. ID 18-2122 Receive a report, hold a discussion, and give staff direction regarding research on fee waiver or fee reimbursement programs for affordable housing and the potential for an affordable housing fee program. Dani Shaw, Community Development Manager, stated that Council had requested information on programs available in the Metroplex for waiving building and impact fees for affordable housing development and a request had been received from Habitat for Humanity for assistance with impact fees. She reviewed the grant program history. She stated that staff had surveyed 15 cities and five cities did not have a similar program; but ten cities did. The following programs would be eligible - Nonprofit Developer of Single Family such as Habitat for Humanity; City Housing Program Î home improvement, minor repair, homebuyer improvement program; and Nonprofit Developer Housing Program funded by CDBG or HOME. Key elements of the program included grant program to assist nonprofit and city housing programs with building permits and utility fees including water and wastewater impact fees; require execution of agreements to ensure compliance; establish eligibility requirements that require the units be sold/rented to; determine compliance requirements for a minimum number of years; set forth a process for submitting a grant application request to the City; establish monitoring requirements for the program participants and authorize actions in ipants to submit reports to evaluate the City of Denton City Council Minutes December 18, 2018 Page 5 effectiveness of the program. She reviewed fiscal information which included a proposed annual budget of $75,000. Shaw stated that the options were: (1) Proceed with an Affordable Housing Fee Grant Program - Funding in FY 2019/20 or Current FY 2018/19. (2) Do not proceed with an Affordable Housing Fee Grant Program. (3) Provide other direction regarding an Affordable Housing Fee Grant Program. Council discussion included waiver with accountability; how many were on the list for homes through habitat for humanity; how much the fees were for a home; habitat homes should be spread throughout the City and not concentrated in one area; criteria of how people would qualify. Consensus of Council was to start simple and develop a policy. 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 Council and members of the public recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLAMATIONS/PRESENTATIONS There were no proclamations / presentations. 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. 1. ID 18-2166 Kathy Glasschroeder regarding an update on the Dallas Drive mural. Kathy Glasschroeder, 303 N Carroll Blvd., provided an update on the Dallas Drive mural. C. Additional Citizen Reports. Diana Leggett, 1019 Aileen, spoke regarding landlord/tenant conflict and tenantsÓ rights. 4. CONSENT AGENDA Council Member Hudspeth motioned, Mayor Pro Tem Ryan seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Item H. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes December 18, 2018 Page 6 Approved the minutes listed below A. ID 18-2043 Consider approval of the minutes of November 5, November 6, November 13, and November 27, 2018. Ordinance No. 18-2051 B. ID 18-2051 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton and Denton County Friends of the Family; providing for the expenditure of funds; and providing for an effective date. ($600) Ordinance No. 18-2116 C. ID 18-2116 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Freese and Nichols, Inc. to assist in developing a Water Distribution Asset Management Plan, including, strategic planning, maturity assessment, and risk-based assessments of pipeline assets as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-045 - Professional Services Agreement awarded to Freese and Nichols, Inc., in the not-to-exceed amount of $215,200). The Public Utilities Board recommends approval (6-0). Ordinance No. 18-2118 D. ID 18-2118 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the Buy Board Cooperative Purchasing Network Contract # 515-16 for the acquisition of one (1) Directional Boring Machine for the Water Distribution Department; providing for the expenditure of funds therefor; and providing an effective date (File 6880 - awarded to Vermeer Equipment of Texas, Inc., in the amount of $137,464.40). The Public Utilities Board recommends approval (6-0). Ordinance No. 18-2119 E. ID 18-2119 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the City Manager to execute a contract for the supply of Electric Utility Overhead Distribution Conductors for the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (RFP 6563-awarded to Wesco Distribution, Inc., in the five (5) year not-to-exceed amount of $500,000 and Anixter, Inc., in the five (5) year not-to-exceed amount of $3,500,000, in a total not-to-exceed amount of $4,000,000). Ordinance No. 18-2120 F. ID 18-2120 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the approval of a first amendment to the Advisory Services Frame Agreement between the City of Denton and DNV GL Noble Denton USA, LLC, to develop an integration of their Synergi Electric planning software to the ITRON Meter Data Management System (MDMS) software for Denton Municipal Electric, amending the contract approved by Purchasing Staff on May 25, 2017, in the not-to-exceed amount of $50,000. In accordance with Texas Local Government Code 252.022, provides that procurement of commodities and services that are available from one source are exempt City of Denton City Council Minutes December 18, 2018 Page 7 from competitive bidding; and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 6445 - providing for an additional expenditure amount not- to-exceed $45,336, for a total contract amount not-to-exceed $95,336). The Public Utilities Board recommends approval (6-0). Resolution No. 18-2130 G. ID 18-2130 Consider approval of a resolution by the City of Denton authorizing the City Manager, or his designee, to accept the 2018 State Homeland Security Program (SHSP) Grant (Grant No. 3324402) in the amount of $24,000 from the State of Texas, Office of the Governor, through a grant from the US Department of Homeland Security for the period of October 1, 2018 through September 30, 2019; providing an effective date. H. ID 18-2143 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the approval of a fifth amendment to a Professional Services Agreement between the City of Denton and Freese and Nichols, Inc., amending the contract approved by City Council on October 19, 2010 in the not-to-exceed amount of $4,501,530, amended by Amendments 1-4 approved by the City Manager and City Council, said fifth amendment to provide additional engineering and design services relating to the Mayhill Road Widening and Improvements project in the amount of $537,376; providing for the expenditure of funds therefor; and providing an effective date (File 4511-providing for an additional fifth amendment expenditure amount not-to-exceed $537,376, with the total contract amount not-to-exceed $6,232,904). This item was not considered. Ordinance No. 18-2144 I. ID 18-2144 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the City Manager to execute a facility public works contract with 308 Construction, LLC, for the remodel of the Fleet Services breakroom and restroom located at 804 Texas Street; providing for the expenditure of funds therefor; and providing an effective date (IFB 6881 - awarded to 308 Construction, LLC, in the not-to- exceed amount of $173,625). Ordinance No. 18-2145 J. ID 18-2145 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the City Manager to execute a contract through the Texas Multiple Award Schedule Program (TXMAS) Contract Number TXMAS-17-7102 with Watson Furniture Group, for the purchase of Police department Public Safety Communications furniture consoles, freight, and installation services; providing for the expenditure of funds therefor; and providing an effective date (File 6939 - awarded to Watson Furniture Group in the not-to-exceed amount of $131,578). 5. ITEMS FOR INDIVIDUAL CONSIDERATION City of Denton City Council Minutes December 18, 2018 Page 8 Ordinance No. 18-2121 A. ID 18-2121 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, authorizing the City Manager to execute an Individual and Aggregate Stop Loss Insurance contract with United Healthcare Insurance Company; providing for the expenditure of funds therefor; and providing an effective date (RFP 6922 - awarded to United Healthcare Insurance Company for three (3) years, with the option to renew for two (2) additional years, in a total five (5) year not-to-exceed amount of $11,393,000). Scott Payne, Risk Management, stated that this item was for Stop Loss Insurance for the City. It protected the City's self-funded health plan from catastrophic health claims. The City received two responses. United HealthCare provided the lowest option at $185,000. Mayor Pro Tem Ryan motioned, Council Member Meltzer seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 18-2168 B. ID 18-2168 Consider adoption of an ordinance authorizing a development agreement between the City of Denton and Marker Stone Realty Partners I, LLC and Marker Stone Realty Partners II, LLC; providing for acquisition of necessary property interest, installment of critical infrastructure, and provision of electrical services; authorizing the City Manager to execute the agreement, and providing for an effective date. (Evers Way and Beall Way Additions) Todd Estes, City Engineer, stated that the development agreement was related to multiple public infrastructure improvements associated with two subdivisions and the Denton North Substation, all located on the west side of N. Locust Street. Infrastructure improvements included the extension of Hercules, installation of upsized 12" water lines in Evers Way and along Hercules Lane; underground electric conduit through easement in Beall Way; and improvements at Denton North Substation. Council discussion included the drainage in that area; extension of Hercules Lane, and a detention pond in the area. Council Member Hudspeth motioned, Mayor Pro Tem Ryan seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. 6. PUBLIC HEARINGS A. Z18-0022a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a request by Kirkman Engineering for a zoning change from Neighborhood Residential Mixed Use 12 (NRMU-12) zoning district and use classification to a Neighborhood Residential Mixed Use (NRMU) zoning district and use classification, on City of Denton City Council Minutes December 18, 2018 Page 9 approximately 9.91 acres of land generally located west of Mockingbird Lane and south of the Mingo Road in the City of Denton, Denton County, Texas; adopting an amendment to the cityÓs 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 CONTINUED THIS ITEM TO A DATE INDEFINITELY (6-0). (Z18-0022, Mockingbird Multi-Family, Ron Menguita). This item was not considered. B. S18-0005a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a request by Kirkman Engineering for a Specific Use Permit (SUP) to allow for a multi-family dwelling use on approximately 9.91 acres of land generally located west of Mockingbird Lane and south of the Mingo Road in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. THE PLANNING AND ZONING COMMISSION CONTINUED THIS ITEM TO A DATE INDEFINITELY (6-0). (S18-0005, Mockingbird Multi-Family, Ron Menguita). This item was not considered. Ordinance No. PDA18-0001a C. PDA18-0001a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance 2000-007 to provide for an amendment to the Concept Plan and approval of a Detailed Plan for Planned Development 115 (PD-115) District to depict a single-family residential development on approximately 78 acres of land generally located west side of North Bonnie Brae Street, approximately 250 feet south of US Highway 77/North Elm Street in the City of Denton, Denton County, Texas; adopting an amendment to the CityÓs official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommended approval with conditions (7-0). (PDA18-0001, Kings Ridge, Julie Wyatt) Julie Wyatt, Development Services, stated this was for approval of an amendment to the concept plan and approval of a detailed plan for Planned Development 115. The original mixed-use General Concept Plan for PD-115 District permitted commercial and office uses, multi-family, and single-family dwellings, and was approved in May 1986. The 240-acre PD-115 was bounded by US Highway 77/North Elm Street to the north, North Bonnie Brae to the east, and Westgate Drive to the west. While the original PD intended a mixed-use development, subsequent changes in ownership had prompted requests to modify the land uses. The ownership changes of the original 240-acre tract had resulted in a split into three parcels: The northernmost nine acres was part of a recent request to rezone the property from PD-115 to Regional Center Commercial Downtown (RCC-D) District. The southern 150 acres had been acquired by Denton Independent School District (DISD) to develop the site with a new high school. A similar PD amendment request would soon be brought forth by DISD to facilitate the development. The remaining 78-acre site was the subject of the current request to reduce the City of Denton City Council Minutes December 18, 2018 Page 10 intensity of the development and replace commercial and multi-family uses with a low-density single-family development. Wyatt reviewed the criteria for approval for the Concept Plan and the Detailed Plan. She reviewed mobility information related to the project. The Planning and Zoning Commission recommended approval with the condition that any development must conform to the General Concept Plan, Detailed Plan, and Landscape Plan, as presented. The Mayor opened the public hearing. The applicant, Corwin Engineering, spoke in support. Jack Dawson, 1800 Valley View Lane, spoke in support. The Mayor closed the public hearing. Council Member Hudspeth motioned, Mayor Pro Tem Ryan seconded to adopt the ordinance with the Planning and Zoning Commission recommendation and include wording that Ð70% Masonry means brick and stone exclusivelyÑ. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. S18-0009b D. S18-0009b Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas approving a specific use permit to allow a 70-foot monopole tower with a ten- foot lightning rod and associated equipment room on approximately 0.0091 acres of land situated in a self-storage facility located at 816 Frame Street in the City of Denton, Denton County, Texas; adopting an amendment to the CityÓs official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and establishing an effective date. The Planning and Zoning Commission recommends approval (7-0). (S18-0009, Verizon Wireless I, Cindy Jackson) Hayley Zagurski, Development Services, stated that the applicant, Vincent G. Huebinger on behalf of Verizon Wireless, was requesting approval of a Specific Use Permit (SUP) for a 70-foot tall monopole tower and associated equipment room. The subject site was located within the DC-G zoning district which required approval of a SUP for monopole towers up to 85 feet in height. The tower and equipment room would be located within an existing self-service storage facility. Three existing storage units would be removed and replaced with the proposed monopole and equipment room. The proposed tower was expected to address lack of capacity issues in the area. The Planning and Zoning Commission recommended approval. The Mayor opened the public hearing. Someone with Vincent Gerard & Associates, representing Verizon Wireless, stated that this site would have 5G capacity. The Mayor closed the public hearing. City of Denton City Council Minutes December 18, 2018 Page 11 Council Member Meltzer motioned, Mayor Pro Tem Ryan seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. S18-0002c E. S18-0002c Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a specific use permit to allow Quick Vehicle Servicing with conditions in Suite #110 and Suite #111 of a self- storage facility located at 2820 Virginia Circle in the City of Denton, Denton County, Texas; adopting an amendment to the CityÓs official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. (S18-0002) Hayley Zagurski, Development Services, stated this was a request for a Specific Use Permit for two existing automobile repair facilities located on the site. Quick Vehicle Service was permitted with the approval of a Specific Use Permit in the NRMU zoning district. The building in which the two subject automotive repair facilities were located was designed as an office/warehouse building comprising ten office/warehouse suites. The Planning and Zoning Commission recommended approval with the following conditions: a new Certificate of Occupancy for the correct use, Quick Vehicle Servicing, must be applied for and approved; this Specific Use Permit shall be limited to these two particular business owners and these two particular suites; this Specific Use Permit will be limited to the use description and floor plan shown in Exhibit 10 and Exhibit 11; overnight outdoor storage of automobiles is prohibited; no more than two customer vehicles per each business can be parked in the parking spaces in front of the building during business hours. The Mayor opened the public hearing. Chris Haynie, 17787 W. FM 922, Forestburg, owner of the business, spoke in support. The Mayor closed the public hearing. Council Member Briggs motioned, Mayor Pro Tem Ryan seconded to adopt the ordinance. On roll call vote, Council Member Hudspeth "aye", Council Member Briggs "aye", Council Member Duff "aye", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. F. ID 18-2101 Hold a public hearing regarding the 2018 Water and Wastewater Impact Fee Study. Kenny Banks, General Manager of Utilities, introduced John Atkins with Kimley Horn who provided a brief overview of the Water and Wastewater Impact Fees. He reviewed what an impact fee was and the purpose, land use assumptions for the next ten years; growth projections consistent with water and wastewater master plans, water and wastewater service areas based on CCN Boundaries. He showed the Water Service areas map. He reviewed the proposed 10-year CIP for water. He reviewed how impact fees were calculated. He provided an overview of the Wastewater City of Denton City Council Minutes December 18, 2018 Page 12 Impact Fees. He provided the CIAC recommendation for the impact fee update for water and wastewater. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Ordinance 18-2150 G. ID 18-2150 Hold a public hearing and consider adoption of an ordinance of the City of Denton, amending the Water & Wastewater Design Criteria Manual to update it; and providing for severability, a savings clause and an effective date. Pritam Deshmukh, Deputy City Engineer, stated that to assist developers, design engineers, and city staff in preparing and submitting design plans for proposed developments and/or capital improvement projects, the City had prepared a number of Design Criteria Manuals and Standard Details to guide them in these efforts. City staff had undertaken the process of completing annual updates for the Manuals and Standard Details. Draft amendments were received for the Water & Wastewater Design Criteria Manual which were primarily proposed by internal City departments. The draft amendments were collated and then posted for public comment for 30 days on the CityÓs website beginning in October, 2018. During the 30 day comment period, staff conducted a public presentation to local design engineers. Revisions to the amendments were made based on the comments received and then posted for another 10 day public comment period. Final revisions presented to City Council at this time were made based on all comments received during both comment periods. Staff believes they have resolved all issues raised by the comments. The Mayor opened the public hearings for Items G, H and I. No one spoke during the public hearings. The Mayor closed the public hearings. Mayor Pro Tem Ryan 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", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 18-2151 H. ID 18-2151 Hold a public hearing and consider adoption of an ordinance of the City of Denton amending the Stormwater Design Criteria Manual to update it; and providing for severability, a savings clause, and an effective date. Mayor Pro Tem Ryan 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", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. City of Denton City Council Minutes December 18, 2018 Page 13 Ordinance No. 18-2152 I. ID 18-2152 Hold a public hearing and consider adoption of an ordinance of the City of Denton amending the Standard Detail Drawings referenced in City Criteria Manuals to update them; and providing for severability, a savings clause, and an effective date. Mayor Pro Tem Ryan 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", Mayor Pro Tem Ryan "aye", Council Member Armintor "aye", Council Member Meltzer "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. DCA18-0005d J. DCA18-0005d Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, amending the Denton Development Code, specifically to update the Zoning Amendment Procedure in Section 35.3.4, related to motions resulting in a tie-vote; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and savings, and establishing an effective date. The Planning and Zoning Commission voted 6-0 to approve the request. THIS ITEM WAS POSTPONED FROM THE NOVEMBER 6, 2018 CITY COUNCIL MEETING. (DCA18-0005, Tie Vote Procedure, Julie Wyatt) This item was not considered. 7. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Hudspeth asked for information on the new Uber flights program including details on if the Denton Enterprise Airport met the specifications of the program. Council Member Briggs requested an update on the red light camera pilot project. Council Member Armintor requested a report on ADA compliance issues regarding dumpsters left on sidewalks. City of Denton City Council Minutes December 18, 2018 Page 14 Council Member Armintor requested information on the pros and cons of developing a policy requiring certificates of obligation and economic development incentives to have a public vote. Mayor Pro Tem Ryan asked for a developer and economic development engagement policy similar to what Council had adopted for items resulting in a tie-vote or where a request was subject to a motion for reconsideration for the Planning and Zoning Commission. Mayor Watts requested a report on options to have curbside bulky item collection for commercial dumpsters. 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 8:52 p.m. ____________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ____________________________________ JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-139,Version:1 AGENDA CAPTION Consider approval of a resolution of the City Council of the City of Denton, Texas, appointing an interim City Secretary; setting forth the terms of the appointment; and providing an effective date. City of DentonPage 1 of 1Printed on 2/1/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: DCM: Bryan Langley DATE: January 15, 2019 SUBJECT Consider approval of a resolution of the City Council of the City of Denton, Texas, appointing an interim City Secretary; setting forth the terms of the appointment; and providing an effective date. BACKGROUND is actively recruiting a new City Secretary and hopes to have one in place within the next two months. Secretary. Rachel will return to her role as Chief of Staff following the start date of our new City Secretary. 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 Exhibit 2 Resolution Respectfully submitted: Rachel Wood Chief of Staff City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:S18-0008f,Version:1 AGENDA CAPTION HoldapublichearingandconsideradoptionofanordinanceoftheCityofDenton,Texas,approvingaSpecific UsePermittoallowforamulti-familyresidentialuseaspartofamixed-usedevelopmentonanapproximately 31-acresite,generallylocatedonthenorthsideofWindsorDrive,eastoftheI-35NFrontageRoad,intheCity ofDenton,DentonCounty,Texas;providingforapenaltyinthemaximumamountof$2,000.00forviolations thereof;providingforseverability;andestablishinganeffectivedate.(S18-0008,WindsorDriveApartments). THISPUBLICHEARINGHASBEENCONTINUEDFROMTHEDECEMBER4,2018CITYCOUNCIL MEETING. City of DentonPage 1 of 1Printed on 1/9/2019 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: January 15, 2019 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Specific Use Permit to allow for a multi-family residential use as part of a mixed-use development on an approximately 31-acre site, generally located on the north side of Windsor Drive, east of the I-35 N Frontage Road, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. (S18-0008, Windsor Drive Apartments). THIS PUBLIC HEARING HAS BEEN CONTINUED FROM THE DECEMBER 4, 2018 CITY COUNCIL MEETING. BACKGROUND At the December 4, 2018 City Council meeting, the applicant provided a letter requesting this case be postponed to the January 15, 2019 meeting (see Exhibit 12). The public hearing was opened, no one requested to speak on the item, and the Council voted \[7-0\] to continue this public hearing to January 15, 2019. The Planning and Zoning Commission held a public hearing regarding this SUP request on November 14, 2018. At this meeting the applicant proposed alternative amounts for the number of buildings, lot coverage and landscape area, and maximum density than those that are reflected on the original plans as well as in the Staff Recommendation above. After a discussion of the requested amendments as well as the concerns of several Commissioners regarding the close proximity of this development to nearby gas well sites, the applicant requested to continue this item to a date certain of November 28, 2018. A motion th was made and approved unanimously to continue the public hearing to the November 28 meeting to provide the applicant time to prepare and submit a revised site plan reflecting the requested changes to the number of buildings, lot coverage, landscape area, and density. Since the original public hearing, the applicant has determined that instead of making the requested changes to the site plan they will instead move forward with the originally submitted plan and associated staff recommendations. Subsequently, at the November 28, 2018 Planning and Zoning Commission meeting discussion of the requested SUP was continued. The applicant again presented information related to their request and answered questions from the Commissioners regarding gas well setbacks. One individual in attendance at the meeting filled out a card in opposition to the request but did not speak on the item. Two of the Commissioners indicated that they were opposed to the request due to the close proximity of the development to gas wells. Other members of the Commission expressed similar concerns but indicated oppose the request. The Planning and Zoning Commission recommend approval of the request with all of \[4-3\]. The request is for a Specific Use Permit (SUP) to permit a multi-family use on approximately 31 acres of property generally located on the north side of Windsor Drive east of Interstate 35 north. The subject property is zoned Neighborhood Residential Mixed Use (NRMU) District, which permits multi-family developments with an SUP and the following limitation: Limitation (4) = Multi-family is permitted only: 1. With a Specific Use Permit; or 2. As part of a Mixed-Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi-family use within one (1) year prior to the effective date of Ordinance No. 2005-224; or 5. If allowed by a City Council approved neighborhood (small area) plan. The proposed development consists of 336 apartment units on approximately 16.4 out of the total 31 acres. The density of the proposed development would be approximately 20.5 dwelling units per acre, which is below the maximum of 30 dwelling units per acre permitted within the NRMU District. The remaining acreage of the subject property is proposed for commercial development at a future date. The Preliminary Site Plan (Exhibit 6) reflects sixteen buildings as well as associated parking and open space required for the multi-family development. Additionally, the plans reflect setback boundaries from two gas well drilling and production sites located on the eastern adjoining property. The applicant, Allison Engineering Group, and their client, Dimension Capital Partners, have worked extensively with the gas well operator over a period of several months to reach an agreement regarding the setbacks, gas well access road, and future platting of the subject property. As a part of this process, the gas well operator requested that no surface development be placed within the 250 foot reverse setback around the southern gas well site, schools, and other similar uses) within the reverse setback. Additionally, the gas well operator requested that the 250 foot setback from the northern gas well site be measured from the boundaries of a future enlargement they intend to pursue for the northern site rather than from the boundaries of the existing site. This provides an increased reverse setback for now, and should the operator seek to expand the gas well site in the future it would ensure the minimum 250 setback is still met. While the gas well site is not a part of this request, staff feels it is important to note that should the gas well operator seek to expand the northern site in the future the following processes would be required because the site is located within the floodplain fringe: A Watershed Protection Permit, A SUP, and Authorization of a reduction in setbacks to the minimum of 250 feet. This setback reduction authorization is required because existing sites within a residential zoning district have a required 500 foot setback. This 500 foot could be reduced to 250 feet if it is authorized by either the Zoning Board of Adjustment or if all owners of protected uses within the 500 foot radius authorize the reduction. While, the expansion of the gas well site is not a part of the SUP request for the multi-family use, it is important to note because extensive negotiations with the operator have occurred, part of which was the enhanced setbacks shown on the preliminary site plan from the existing northern pad site. The full Staff Analysis of the request is provided as Exhibit 2. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The attached site plan, landscape plan, and sample building elevations provided in Exhibits 6-8 specify the following, which will be incorporated as requirements of the SUP ordinance. Staff shall have the ability to approve an increase or decrease of up to 5% of any of the amounts specified in requirements 2-6, provided all applicable requirements of the DDC are met. 1. The multi-family portion of the mixed-use development will encompass a maximum of 17 acres out of the total 31 acres. 2. Sixteen (16) buildings are indicated, with a building footprint area specified at 112,724 square feet. 3. Three hundred thirty six (336) dwelling units are specified, with a density of 20.48 dwelling units per acre. 4. No fewer than six hundred twenty nine (629) parking spaces are required. Six hundred thirty two (632) spaces are specified on the site plan, but 60 of these spaces are specified as garages within the building footprints and do not count against the parking maximum requirements in DDC 35.14. 5. The site plan specifies a total of 49% lot coverage and 51% landscape area which includes a 30- grants the Director the ability to approve alternative compatibility buffers. The Director may approve an alternative buffer that is equivalent to or more restrictive than the buffer specified in Exhibits 6-8. 6. The sample building elevations specify an earth tone and gray tone color palette with facades of stucco, hardieboard plank siding, and hardieboard panels. Final building elevations should reflect these materials and colors and be in compliance with DDC 35.13.13.2 Staff recommends approval of the SUP with the following conditions: 1. The City Council recognizes that driveway access locations from state highways must be configuration of I-35 are currently in planning. Any driveway access locations from the northbound I-35 frontage road which must be altered in response to changing TxDOT requirements during the permitting process may be administratively approved by City staff, provided that such alterations comply with all DDC and criteria manual requirements, and that all remaining elements of the approved site plan are satisfied. 2. Landscaping in the attached site plan reflects an intent to comply with the DDC requirements for parking, street trees, minimum landscape and canopy areas, and compatibility buffers, with administrative approval of alternative buffer elements permitted in accordance with DDC 35.13.8. Minor alterations to the depicted locations of individual plantings may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the DDC. 3. The Agreement entered into and executed by CL Ventures LLC and Sage Natural Resources, LLC, which sets forth the 250 foot reverse setbacks for the multi-family development from the two wells as shown on the attached site plan, must be filed in the records of Denton County prior to approval of a plat for the subject property, and a note on the plat shall reference the Agreement and setbacks. 4. Notwithstanding the limited administrative approvals authorized in conditions 1 and 2, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described above and in Section 3 of the Draft Ordinance, including those referenced in conditions 1 and 2. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The subject property was zoned Neighborhood Residential Mixed Use (NRMU) District as part of the 2002 city-wide rezoning. The Planning and Zoning Commission held a public hearing regarding this SUP request on November 14, th 2018 and voted unanimously to continue the public hearing to the November 28 meeting. Subsequently, at the November 28, 2018 Planning and Zoning Commission meeting the Planning and Zoning Commission recommend approval of the request with all of the above stated staff recommendations and conditions \[4-3\]. On December 4, 2018 the City Council opened the public hearing for this case and voted \[7-0\] to continue the public hearing to a date certain of January 15, 2019. DEVELOPER MEETING DISCLOSURES All developer contact and/or meeting disclosures provided to staff as of the issuance of this report have been provided in Exhibit 13. 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 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. Preliminary Site Plan 7. Preliminary Landscape Plan 8. Sample Building Elevations 9. Notification Map 10. 11.14.18 Planning and Zoning Commission Meeting Minutes 11. 11.28.18 Planning and Zoning Commission Meeting Minutes 12. Applicant Request to Continue 13. Developer Meeting Disclosures 14. Presentation 15. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Hayley Zagurski Senior Planner Minutes Planning and zoning commission November 14, 2018 After determining that a quorum was present, the Planning and Zoning Commission of the City of Denton, Texas convened in a Work Session on Wednesday, November 14, 2018 at 4:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items were considered: PRESENT: Chair Andrew Rozell, Commissioners: Tim Smith, Larry Beck, Jason Cole, Mat Pruneda, and Margie Ellis. ABSENT: Commissioner Alfred Sanchez. STAFF: Cathy Welborn, Karen Hermann, Hayley Zagurski, Ron Menguita, Richard Cannone, Julie Wyatt, Sean Jacobson, Charlie Rosendahl and Jerry Drake. WORK SESSION Chair Rozell opened the work session at 4:15 p.m. 1. Clarification of agenda items listed on the agenda for this meeting. This is an opportunity for Commissioners to ask questions of staff on the Consent and Regular Agenda items, which may include a full briefing on an item in the order it appears on the regular session agenda. Any such briefing will be repeated in regular session. Chair Rozell asked the Commission if they had any questions regarding the Consent Agenda. Commissioner Beck questioned if the natural water tank located on the property for Consent Agenda 3B is going to be filled in or worked around. Hayley Zagurski, Senior Planner stated the existing pond is slightly off site from this project, but the pond is being worked around from this project as well as another one, and it will be modified as they develop. Chair Rozell questioned if the Commission had any questions on the 2019 calendar. Commissioner Ellis questioned if it was allowed to only have one meeting in July. Richard Cannone, Deputy Director of Development Services, stated yes it worked out this way due to the holidays and adjusting to every other week. Chair Rozell stated Public Hearing item 5A has been postponed and Public Hearing item 5B has been withdrawn. Ron Menguita, Principal Planner, presented Public Hearing item 5C. Menguita stated the request is to change the zoning from Neighborhood Residential Mixed Use 12 (NRMU-12) to Neighborhood Residential Mixed Use (NRMU), to allow more density. Menguita continued to state the proposed rezoning does not conform to the future land use element of the Denton Plan 2030. Њ Commissioner Smith arrived. Commissioner Smith questioned why the neighborhood meeting was poorly attended. Menguita stated he has received phone calls from residents and the response he received was they did receive the notification but were not prepared to attend. Staff recommends denial of the zoning change request based on the following considerations: 1. The density and scale of the proposed multi-family project does not conform to the Future Land Use Element of the Denton Plan 2030, in terms of dwelling units per acre. 2. More intense uses are permitted in the NRMU Zoning District. 3. General regulations in the NRMU Zoning District are less restrictive compared to NRMU-12. Ron Menguita presented Pubic Hearing item 5D. Menguita stated the request is for a Specific Use Permit (SUP) to allow for a multi-family dwelling use. Staff recommends denial of the SUP request based on the following consideration: The density and scale of the proposed multi-family project does not conform to the Future Land Use Element of the Denton Plan 2030, in terms of dwelling units per acre. Commissioner Beck requested clarification on the applicants plan for traffic mitigation. Menguita stated they will add a center left turn lane on Mockingbird Lane. Hayley Zagurski, Senior Planner, presented Public Hearing item 5E. Zagurski stated the request is to hold a Public hearing and consider making a recommendation to City Council regarding a request by Glory of Zion for a Specific Use Permit to allow for a multi- family use. Zagurski stated there are two gas wells located on the adjoining property, the applicant will be required to provide a type D buffer. Staff does recommend approval with the following conditions: 1.The City Council recognizes that driveway access locations from state highways must be approved by the Texas Department of Transport configuration of I-35 are currently in planning. Any driveway access locations from the northbound I-35 frontage road which must be altered in response to changing TxDOT requirements during the permitting process may be administratively approved by City staff, provided that such alterations comply with all DDC and criteria manual requirements, and that all remaining elements of the approved site plan are satisfied. 2. Landscaping in the attached site plan reflects an intent to comply with the DDC requirements for parking, street trees, minimum landscape and canopy areas, and compatibility buffers, with administrative approval of alternative buffer elements permitted in accordance with DDC 35.13.8. Minor alterations to the depicted locations of individual plantings may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the DDC. 3. The Agreement entered into and executed by CL Ventures LLC and Sage Natural Resources, LLC, which sets forth the 250 foot reverse setbacks for the multi-family development from the two wells as shown on the attached site plan, must be filed in the records of Ћ Denton County prior to approval of a plat for the subject property, and a note on the plat shall reference the Agreement and setbacks. 4. Notwithstanding the limited administrative approvals authorized in conditions 1 and 2, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described previously, including those referenced in conditions 1 and 2. Commissioner Prunenda questioned if the apartments are going to be right up against the 250 feet boundary line. Zagurski stated yes the apartments will have to be 250 feet between the closest exterior point of the building and the pad site boundary. Commissioner Smith questioned why a religious institution is seeking to build multifamily then eventually commercial. Zagurski stated from her understanding the current owner is a religious institution but are in the process of selling the property. Julie Wyatt, Senior Planner, presented Public Hearing item 5F. Wyatt stated the request is to hold a public hearing and consider making a recommendation to City Council regarding a proposed revision to the Denton Development Code; specifically to update the Planning and Zoning Commission Procedures related to motions resulting in a tie vote. Commissioner Smith questioned why an item would first come as a Public Hearing then come back as an Item for Individual Consideration. Wyatt stated after the Commission has voted and the Public Hearing item has been closed it cannot be reopened unless it is noticed again. 2. Work Session Reports Chair Rozell stated Work Session report 2B would be heard before 2A. A. Receive a report and hold a discussion regarding the status of the Denton Development Code Update. Ron Menguita, Principal Planner, provided an update to the Denton Development Code (DDC). B. Receive a presentation from Pritam Deshmukh, Deputy City Engineer regarding Traffic Engineering initiatives. Pritam Deshmukh, Deputy City Engineer, provided an update to the Traffic and Transportation criteria manuals. Chair Rozell called a recess at 5:30p p.m. Chair Rozell reconvened the Work Session at 5:50 p.m. Chair Rozell closed the Work Session at 6:05 pm Ќ REGULAR MEETING Chair Rozell opened the Regular Meeting at 6:34 pm The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, November 14, 2018 at 6:30 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney at which time the following items were considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag 2. CONSIDER APPROVAL OF THE PLANNING AND ZONING COMMISSION MINUTES FOR: A. Consider approval of the Planning and Zoning Commission meeting minutes. Commissioner Margie Ellis motioned, Commissioner Mat Pruneda seconded to approve the October 24, 2018 meeting minutes. Motion approved (6-0). Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". 3. CONSENT AGENDA A. Consider a request by Robson Denton Development, LP for approval of a Preliminary Plat for Robson Ranch Unit 25-2. The approximately 17.721-acre site is generally located on the west side of Ed Robson Boulevard, approximately 965 feet north of Crestview Drive in the City of Denton, Denton County, Texas. (PP18-0012, Robson Ranch Unit 25-2, Julie Wyatt). B. Consider a request by United States Cold Storage, LP for approval of a final plat of the Westpark Addition, Lot 13R-1, Block A. The approximately 45.17-acre site is generally located on the south side of Jim Christal Road, approximately 1,130 feet east of Western Boulevard in the City of Denton, Denton County, Texas. (FP18-0005, 500k SF Cold Storage, Hayley Zagurski). C. Consider a request by Denton 1 Exchange LLC for approval of a final plat of the Lot 1, Block A of the Fisher 59 Addition. The approximately 37.91-acre site is generally located on the north side of W. University Drive, approximately 800 feet west of Masch Branch Road in the City of Denton, Denton County, Texas. (FP18-0026, Fisher 59, Hayley Zagurski). Commissioner Larry Beck motioned, Commissioner Tim Smith seconded to approve the Consent Agenda. Motion approved (6-0). Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". Ѝ 4. ITEMS FOR INDIVIDUAL CONSIDERATION A. Consider approval of the 2019 Planning and Zoning Commission calendar. Commissioner Margie Ellis motioned, Commissioner Mat Pruneda seconded to approve the 2019 Planning and Zoning Commission calendar. Motion approved (6-0). Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". 5. PUBLIC HEARINGS A. Hold a public hearing and consider making a recommendation to City Council regarding a request by Lee Allison of the Allison Engineering Group on behalf of Responsive Education Solutions and Lifeline Church of Denton for a zoning change from Neighborhood Residential 2 (NR-2) to a Neighborhood Residential Mixed-Use (NRMU) District on two adjacent tracts, one of approximately 5.723 acres and the other of approximately 4.389 acres. The subject site is generally located southwest of the intersection of Teasley Lane and Pennsylvania Drive, in the City of Denton, Denton County, Texas (CDP Bravo, Z18-0021, Sean Jacobson). STAFF HAS POSTPONED THIS ITEM TO THE NOVEMBER 28th, 2018 PLANNING AND ZONING COMMISSION MEETING. B. Hold a public hearing and consider making a recommendation to City Council regarding an amendment to the Denton Development Code, amending Subchapter 35.3 - Procedures by adding a citizen participation section. THIS ITEM HAS BEEN WITHDRAWN AND WILL BE CONSIDERED WITH THE DDC UPDATE. (DCA18-0006, Citizen Participation, Ron Menguita) C. Hold a public hearing and consider making a recommendation to City Council regarding a request by Kirkman Engineering for a zoning change from Neighborhood Residential Mixed Use 12 (NRMU-12) to a Neighborhood Residential Mixed Use (NRMU) Zoning District. The applicant is proposing a multi-family dwelling use with 267 units proposed on three adjacent tracts totaling approximately 9.91 acres. The subject property is generally located west of Mockingbird Lane and south of the Mingo Road in the City of Denton, Denton County, Texas. (Z18-0022, Mockingbird Multi-Family, Ron Menguita). Chair Rozell opened the Public Hearing. Ron Menguita, Principal Planner, presented Public Hearing item 5C. Menguita stated the request is to change the zoning from Neighborhood Residential Mixed Use 12 (NRMU-12) to Neighborhood Residential Mixed Use (NRMU), to allow more density. Ў Menguita continued to state the proposed rezoning does not conform to the future land use element of the Denton Plan 2030. Staff recommends denial of the zoning change request based on the following considerations: 1. The density and scale of the proposed multi-family project does not conform to the Future Land Use Element of the Denton Plan 2030, in terms of dwelling units per acre. 2. More intense uses are permitted in the NRMU Zoning District. 3. General regulations in the NRMU Zoning District are less restrictive compared to NRMU-12. Eliana Tuley and Mukesh Parna, the applicants, presented a presentation. Tuley requested the Commission to table the item to provide a better development City staff and the neighbors will approve. Commissioner Smith questioned when the notifications for the neighborhood meeting were sent out. Tuley stated they were post marked on October 22, 2018. The following individuals spoke during the Public Hearing: Eliana Tuley, 4821 Merlot Ave. Ste. 210, Grapevine, Texas 762051. Supports the request. Mukesh Parna, 5811 Kerry Dr. Frisco, Texas 75035. Supports the request. Nancy Carson, 2908 Oakshire St. Denton, Texas 76209. Opposed to the request. Stephen Johnson, 1412 Briarwood St. Denton, Texas 76209. Opposed to the request. Linda Godoy, 3001 Oakshire St. Denton, Texas 76209. Opposed to the request. The following individuals requested not to speak: Kathy Smith, 3021 Brandywine St. Denton, Texas 76209. Opposed to the request. Sharon Stewart, 3021 Anysa Ln. Denton, Texas 76209. Opposed to the request. Ellen Ryfe, 1412 Briarwood St. Denton, Texas 76209. Opposed to the request. Hudson and Sandra Williams, 3049 Brandywine St. Denton, Texas 76209. Opposed to the request. Bryan Hurt, 1412 Copper Ridge St. Denton, Texas 76209. Opposed to the request. Michelle Hurt, 1412 Copper Ridge St. Denton, Texas 76209. Opposed to the request. Judy Delay, 215 Bluebird Cir. Denton, Texas 76209. Opposed to the request. Chair Rozell stated the Commission was also provided a petition with 38 signatures. Chair Rozell closed the Public Hearing. Commissioner Ellis stated infrastructure is clearly an issue in this area. Chair Rozell stated he is opened to allowing the applicant an opportunity to be creative to bring back something better. Commissioner Mat Pruneda motioned, Commissioner Larry Beck seconded to table Public Hearing 5C to a date uncertain. Motion approved (6-0). Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". Џ D. Hold a public hearing and consider making a recommendation to City Council regarding a request by Kirkman Engineering for a Specific Use Permit (SUP) to allow for a multi- family dwelling use with 267 units proposed on three adjacent tracts totaling approximately 9.91 acres. The subject property is generally located west of Mockingbird Lane and south of the Mingo Road in the City of Denton, Denton County, Texas. (S18-0005, Mockingbird Multi-Family, Ron Menguita). Chair Rozell opened to the Public Hearing. Ron Menguita presented Pubic Hearing item 5D. Menguita stated the request if for a Specific Use Permit (SUP) to allow for a multi-family dwelling use. Staff recommends denial of the SUP request based on the following consideration: The density and scale of the proposed multi-family project does not conform to the Future Land Use Element of the Denton Plan 2030, in terms of dwelling units per acre. The following individuals spoke during the Public Hearing: Stephen Johnson, 1412 Briarwood St. Denton, Texas 76209. Opposed to the request. Nancy Carson, 2908 Oakshire St. Denton, Texas 76209. Opposed to the request. The following individuals requested not to speak: Linda Godoy, 3001 Oakshire St. Denton, Texas 76209. Opposed to the request. Bryan Hurt, 1412 Copper Ridge St. Denton, Texas 76209. Opposed to the request. Michelle Hurt, 1412 Copper Ridge St. Denton, Texas 76209. Opposed to the request. Judy Delay, 215 Bluebird Cir. Denton, Texas 76209. Opposed to the request. Ellen Ryfe, 1412 Briarwood St. Denton, Texas 76209. Opposed to the request Chair Rozell closed the Public Hearing. Commissioner Smith recommended to the applicant to find a way to develop without requiring a zoning change. Commissioner Tim Smith motioned, Commissioner Jason Cole seconded to table Public Hearing 5D to a date uncertain. Motion approved (6-0). Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". Chair Rozell called a recess at 7:42 p.m. Chair Rozell reconvened the Regular Meeting at 7:47 p.m. E. Hold a public hearing and consider making a recommendation to City Council regarding a request by Glory of Zion International Ministries Inc. for a Specific Use Permit to allow for a multi-family residential use as part of a mixed-use development on approximately 31 acres. The property is generally located on the north side of Windsor Drive, east of the I- А 35 N frontage road in the City of Denton, Denton County, Texas. (S18-0008, Windsor Drive Apartments, Hayley Zagurski). Hayley Zagurski, Senior Planner, presented Public Hearing item 5E. Zagurski stated staff does recommend approval of the Specific Use Permit (SUP) with the following conditions: 1. The City Council recognizes that driveway access locations from state highways must be approved by the -35 are currently in planning. Any driveway access locations from the northbound I-35 frontage road which must be altered in response to changing TxDOT requirements during the permitting process may be administratively approved by City staff, provided that such alterations comply with all DDC and criteria manual requirements, and that all remaining elements of the approved site plan are satisfied. 2. Landscaping in the attached site plan reflects an intent to comply with the DDC requirements for parking, street trees, minimum landscape and canopy areas, and compatibility buffers, with administrative approval of alternative buffer elements permitted in accordance with DDC 35.13.8. Minor alterations to the depicted locations of individual plantings may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the DDC. 3. The Agreement entered into and executed by CL Ventures LLC and Sage Natural Resources, LLC, which sets forth the 250 foot reverse setbacks for the multi-family development from the two wells as shown on the attached site plan, must be filed in the records of Denton County prior to approval of a plat for the subject property, and a note on the plat shall reference the Agreement and setbacks. 4. Notwithstanding the limited administrative approvals authorized in conditions 1 and 2, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described previously, including those referenced in conditions 1 and 2. The following individuals spoke during the Public Hearing: Lee Allison, 2415 N. Elm St. Denton, Texas 76201. Supports the Request. Tom Neary, 1700 Pacific Ave. Dallas, Texas 75201. Support the Request. Lee Allison, the applicant, presented a presentation from Allison Engineering. Allison proposed applicant recommendation: 1. Replace recommended requirements to 2-6 units with a. max of 20 buildings. b. Max. Density of 24 units/ acre. c. Parking shall meet code, garage spaces shall meet code, and garage spaces shall count toward amount provided. d. Max lot coverage 65%. e. minimum landscape area of 35% inclusive of landscape/ recreational amenities. f. Building elevations shall reasonably conform to the examples and shall comply with Denton Development Code (DDC) 35.13.13.2. 2. Modification to the type D buffer. Commissioner Smith questioned Zagurski if the Commission agreed on the applicants recommendations would that be giving the applicant too much leeway. Zagurski stated the recommendations are not unreasonable and are within the zoning limitations. Commissioner Beck questioned what the applicant would be modifying within the type D buffer requirements. Allison stated the 1 tree/ 40 linear feet, no shrubs, a 30 foot buffer encroachment on the south end of the property, a wooden fence with metal post, trees count for 100% of the canopy and to allow the Planning Director to approve an alternative landscape plan. Б Chair Rozell requested clarification if the applicant is allowed to use 100 percent of the tree and landscape buffer towards the canopy requirements. Zagurski stated it is not numerated in the the request may be be permissible as part of an alternative buffer, but is unsure if the Director could approve a change to the maximum percentage of tree canopy as an alternative in the Denton Development Code (DDC). Jerry Drake, First Assistant City Attorney, stated he disagrees with Allison, the SUP is used as a base line for code compliance and it allows City Council to ensure impacts are being addressed. Chair Rozell requested Allison to explain the precipice for changing the original concept plan submitted to the City. Allison stated the precipice was having an understanding the DDC was observed and the zoning requirements are met. Commissioner Ellis stated part of the SUP process is to make everyone aware of going on with the site. Commissioner Pruneda questioned if the well operator wanted to expand the site would the project come before the Planning and Zoning Commission. Richard Cannone, Deputy Director of Development Services, stated yes that is correct, but requested Zagurski to provide a little more insight on a gas well site plan. Zagurski stated if or when the gas well operator would require an SUP as part of their Watershed pProtection pPermit prior to obtaining a gas well site plan. Chair Rozell requested clarification, if the Commission recommendation can this item go before City Council without an updated site plan and if approved can the applicant provide an updated site plan before it goes to City Council. Allison stated yes the applicant would be able to provide an updated site plan. Drake stated yes and recommended the site plan be updated to match the approved conditions or recommendations. Chair Rozell closed the Public Hearing. Commissioner Smith motioned to approve Public Hearing item 5E with with the applicants requested recommendations: 1. Replace recommended requirements to 2-6 units with a. max of 20 buildings. b. Max. Density of 24 units/ acre. c. Parking shall meet code, garage spaces shall meet code, and garage spaces shall count toward amount provided. d. Max lot coverage 65%. e. minimum landscape area of 35% inclusive of landscape/ recreational amenities. f. Building elevations shall reasonably conform to the examples and shall comply with Denton Development Code (DDC) 35.13.13.2. 2. Modification to the type D buffer. But also include staffs conditions: 1. The City Council recognizes that driveway access locations from state highways the configuration of I-35 are currently in planning. Any driveway access locations from the northbound I-35 frontage road which must be altered in response to changing TxDOT requirements during the permitting process may be administratively approved by City staff, provided that such alterations comply with all DDC and criteria manual requirements, and that all remaining elements of the approved site plan are satisfied. 2. Landscaping in the attached site plan reflects an intent to comply with the DDC requirements for parking, street trees, minimum landscape and canopy В areas, and compatibility buffers, with administrative approval of alternative buffer elements permitted in accordance with DDC 35.13.8. Minor alterations to the depicted locations of individual plantings may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the DDC. 3. The Agreement entered into and executed by CL Ventures LLC and Sage Natural Resources, LLC, which sets forth the 250 foot reverse setbacks for the multi-family development from the two wells as shown on the attached site plan, must be filed in the records of Denton County prior to approval of a plat for the subject property, and a note on the plat shall reference the Agreement and setbacks. 4. Notwithstanding the limited administrative approvals authorized in conditions 1 and 2, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described previously, including those referenced in conditions 1 and 2. Also provide a matching preliminary site plan. Commissioner Pruneda seconded. Commissioner Beck stated if the development was strictly commercial he would not have a problem with the item, but he is concerned with residents living in close proximity to the gas wells. Commissioner Ellis stated she has an issue moving an item along to City Council when she really Chair Rozell stated the direction the City is going and memorializing things from the conceptual preliminary site plan is the right direction, and help the Commission understand what is being put on the site, to provide a good recommendation to City Council. Chair Rozell continued to state this project is under what is allowed and fully supports the project going forward with the motion presented by Commissioner Smith. Commissioner Cole stated he shares the same health concerns as Commissioner Beck, but there will be no development in west Denton if applicants are held to the gas well requirements. Commissioner Cole continued to state with no clarity on the requirements and conditions he has to vote no. Commissioner Beck thanked Commissioner Cole but also stated, if this development was only commercial he would not have an issue, the Planning and Zoning commission has approved developments close to gas wells, but they were not residential. Chair Rozell requested Commissioner Smith to clarify his motion. Commissioner Smith stated the 16 buildings max to 20 buildings max, item 3 from the density of 24.8 units per acre to 24 units per acre and item 5 saying the site plan of lot coverage can be moved from 49 percent to 65 percent and landscape changed to 35 percent. Commissioner Pruneda stated he cannot vote for this even though he wants development in Denton. Chair Rozell asked Commissioner Pruneda if he was withdrawing his seconded. Commissioner Pruneda stated he seconded to put the item to a vote not to approve the item. Chair Rozell called a recess at 9:17 p.m. ЊЉ Chair Rozell reconvened the Regular Meeting at 9:27 p.m. Zagurski stated the applicant has requested to continue the item to November 28, 2018. Commissioner Smith stated he would like to amend his motion to table the item to a date certain of November 28, 2018. Commissioner Tim Smith motioned, Commissioner Margie Ellis seconded to table Public Hearing 5E to a date certain of November 28, 2018. Motion approved (6-0). Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". F. Hold a public hearing and consider making a recommendation to City Council regarding a proposed revision to the Denton Development Code; specifically to update the Planning and Zoning Commission Operational Procedures in Subchapter 4 Boards, Commissions, and Committees related to motions resulting in a tie vote. (DCA18-0005, Tie Vote Procedure, Julie Wyatt). THIS ITEM WAS POSTPONED FROM THE OCTOBER 24, 2018 PLANNING AND ZONING COMMISSION MEETING. (DCA18-0005, Tie Vote Procedure, Julie Wyatt). Chair Rozell opened the Public Hearing Julie Wyatt, Senior Planner, presented Public Hearing item 5F. Wyatt stated the request is to hold a public hearing and consider making a recommendation to City Council regarding a proposed revision to the Denton Development Code; specifically to update the Planning and Zoning Commission Procedures related to motions resulting in a tie vote. Staff does recommend approval. Chair Rozell closed the Public Hearing. Commissioner Margie Ellis motioned, Commissioner Larry Beck seconded to approve Public Hearing 5F. Motion approved (6-0). Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". 6. PLANNING & ZONING COMMISSION PROJECT MATRIX A. Planning and Zoning Commission project matrix. Richard Cannone, Deputy Director of Development Services, noted on November 28, 2018 the Capital Improvement Advisory Committee will be meeting before the Planning and Zoning Commission meeting. Cannone stated staff will also be providing an update to the tree code on November 28, 2018. Commissioner Beck requested a notification when neighborhood meetings are being held. Cannone stated staff will provide the information to the Commission. ЊЊ Chair Rozell questioned the requirements on removing the signage after the Public Hearing has been held. Cannone stated typically they stay up until Council, but should be removed within a week of two. Staff has had to send zoning enforcement out for having an illegal sign. Chair Rozell closed the Regular Meeting at 9:50 p.m. ЊЋ Minutes Planning and Zoning Commission November 28, 2018 After determining that a quorum was present, the Planning and Zoning Commission of the City of Denton, Texas convened in a Work Session on Wednesday, November 28, 2018 at 4:30 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items were considered: PRESENT: Chair Andrew Rozell, Commissioners: Alfred Sanchez, Larry Beck, Jason Cole, Mat Pruneda, Margie Ellis, and Tim Smith. ABSENT: None. STAFF: Scott McDonald, Richard Cannone, Jerry Drake, Hayley Zagurski, Julie Wyatt, Cindy Jackson, Ron Menguita, Sean Jacobson, Karen Hermann, Charlie Rosendahl and Cathy Welborn. WORK SESSION Chair Rozell opened the Work Session at 4:37 p.m. 1.Clarification of agenda items listed on the agenda for this meeting. This is an opportunity for Commissioners to ask questions of staff on the Consent and Regular Agenda items, which may include a full briefing on an item in the order it appears on the regular session agenda. Any such briefing will be repeated in regular session. Chair Rozell stated Public Hearing item 2A has been postponed to the December 12, 2018 meeting. Hayley Zagurski, Senior Planner, presented Public Hearing item 2B. Zagurski stated this item is being continued from the November 14, 2018 Planning and Zoning meeting per the applicants request to allow more time to develop a modified plan. Zagurski stated following the meeting the applicant decided to move forward with staff’s original recommended conditions. Staff does recommend approval with the following conditions: 1. The City Council recognizes that driveway access locations from state highways must be approved by the Texas Department of Transportation (“TxDOT”), and that alterations in the configuration of I- 35 are currently in planning. Any driveway access locations from the northbound I-35 frontage road which must be altered in response to changing TxDOT requirements during the permitting process may be administratively approved by City staff, provided that such alterations comply with all DDC and criteria manual requirements, and that all remaining elements of the approved site plan are satisfied. 2. Landscaping in the attached site plan reflects an intent to comply with the DDC requirements for parking, street trees, minimum landscape and canopy areas, and compatibility buffers, with administrative approval of alternative buffer elements permitted in accordance with DDC 35.13.8. Minor alterations to the depicted locations of individual plantings 1 may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the DDC. 3. The Agreement entered into and executed by CL Ventures LLC and Sage Natural Resources, LLC, which sets forth the 250 foot reverse setbacks for the multi-family development from the two wells as shown on the attached site plan, must be filed in the records of Denton County prior to approval of a plat for the subject property, and a note on the plat shall reference the Agreement and setbacks. 4. Notwithstanding the limited administrative approvals authorized in conditions 1 and 2, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described previously, including those referenced in conditions 1 and 2. Commissioner Beck questioned if there is a definite plan for commercial development. Zagurski stated no there is no set date. Commissioner Smith questioned why the applicant decided to go with staff’s recommendations and conditions. Zagurski stated the way notices are worded City Council and the Planning and Zoning Commission can only recommend or approve conditions that are equal to or more restrictive then what was seen at the meeting. Zagurski continued what the applicant was proposing was less restrictive and would have required another notification. Cindy Jackson, Senior Planner, presented Public Hearing 2C. Jackson stated this item has been continued from the October 28 2018 Planning and Zoning Commission meeting to allow the tenants time to address the parking issues associated with the two suites. Jackson stated staff did go out on 11/28/2018 and discovered the vehicles from the adjacent lot had been removed and Mr. Melton has vacated suite 111 and Mr. Haynie has now leased suite 111. Jackson stated staff does recommend denial, but should the Planning and Zoning commission decide to approve the request staff recommends the following conditions: 1. A new Certificate of Occupancy for the correct use, Quick Vehicle Servicing, must be applied for and approved. 2. The new Certificate of Occupancy shall state that the proposed use of Quick Vehicle Service is limited to this particular business owner and these two particular suites. 3.This Specific Use Permit will be limited to the use description and floor plan shown in Exhibit 8 and Exhibit 9. 4.Overnight outdoor storage of automobiles is prohibited. 5.No more than two customer vehicles per each business can be parked in the parking spaces in front of the building during business hours. Commissioner Pruneda questioned if the applicant would need a Specific Use Permit (SUP) for both suites. Jackson stated yes he would. Chair Rozell questioned if it is in the authority of the Planning and Zoning Commission or City Council to limit the Certificate of Occupancy to a business. Chair Rozell stated Jackson affirmatively responded to Commissioner Pruneda’s question that the applicant would need an SUP of each suite and requested her to clarify if there would be another SUP coming before the commission. Jackson stated she misunderstood Commissioner Pruneda’s question and the SUP currently in question is for both suite 110 and 111. Chair Rozell questioned given the provisions why staff is still in denial of the request. Jackson stated due to the use being 2 denied in 2010, staff thought it would be better for the Planning and Zoning Commission and City Council decide if the location is appropriate for the use. Julie Wyatt, Senior Planner, presented Public Hearing item 2E. Wyatt stated the Denton Development Code (DDC) does not address Planned Developments (PD), even though it did carry over 15 PD's that were in effect prior to the adoption of the 2002 code. Wyatt stated staff looks to the 1991 code to regulate and administer the PD’s. Commissioner Beck questioned if the applicant could build a residence up to 3600 square feet. Wyatt stated the way lot coverage is calculated in the City of Denton does not only include the structure but also includes all impervious surfaces. Wyatt stated Staff does recommend approval of the request as it meets the criteria for approval with the following condition: 1. Any development must conform to the General Concept Plan, Detailed Plan, Landscape Plan, and text. Jackson presented Public Hearing item 2D. Jackson stated the request is for an SUP to allow for a free standing monopole tower and associated equipment room. Jackson stated staff does recommend approval of the request as it is compatible with the surrounding property and conforms to all applicable requirements of section 35.12.8, Wireless Telecommunications Facilities. Commissioner Smith questioned when the applicant sent out the notification for the neighborhood meeting and where it was held. Jackson stated the applicant sent out notices 10 days before the meeting and the meeting was held at the Emily Fowler Library. Jackson presented Public Hearing item 2F. Jackson stated the request is to consider a zoning change from Neighborhood Residential Mixed Use 12 (NRMU-12) to Neighborhood Residential Mixed Use (NRMU). Jackson stated the request will require a Specific Use Permit (SUP) which will also come before the commission. Jackson stated with the number of notifications received in opposition, approval would require super majority vote from City Council. Jackson stated staff does recommend 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. Commissioner Ellis questioned if staff took into consideration what other uses this zoning change could open the property up to besides multi-family. Jackson stated yes, but with the property being located on a primary arterial, the requested zoning district permits neighborhood services and neighborhood commercial uses staff considers to be compatible. Chair Rozell stated at the last two Planning and Zoning meetings the commission has seen a zoning and SUP request in tandem. Chair Rozell then questioned why there is a delay for the SUP. Jackson stated the applicant did not submit for a SUP and has not started on the engineering for the site. 3 Commissioner Pruneda questioned the type of leases the apartments would have. Jackson stated usually when there is single room occupancy they are four bedrooms and these are one or two bedroom apartments. Commissioner Beck questioned what type of buffer would be required. Jackson stated they would have to add a type C buffer on the sides that neighbor the church and the single family residents. Chair Rozell stated Public Hearing item 2G is postponed to January 9, 2018. Chair Rozell called a recess at 5:55 p.m. Chair Rozell reconvened the Work Session at 6:10 p.m. Richard Cannone, Deputy Director of Development Services and Hayley Zagurski, Senior Planner, presented Public Hearing item 2H. Chair Rozell closed the Work Session at 6:28 p.m. 2.Work Session Reports A.Receive a report and give direction on creation of The Denton Square District, with associated draft Design Standards and Guidelines, procedures, and review body. Richard Cannone, Deputy Director of Development Services, stated Work Session Report 2A would be heard at a future meeting. REGULAR MEETING Chair Rozell opened the Regular meeting at 6:37 p.m. The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, November 28, 2018 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney at which time the following items were considered: 1.PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag 2.PUBLIC HEARINGS A.Hold a public hearing and consider making a recommendation to City Council regarding a request by Lee Allison of the Allison Engineering Group on behalf of Responsive Education Solutions and Lifeline Church of Denton for a zoning change from Neighborhood Residential 2 (NR-2) to a Neighborhood Residential Mixed-Use (NRMU) District on two adjacent tracts, one of approximately 5.723 acres and the other of 4 approximately 4.389 acres. The subject site is generally located southwest of the intersection of Teasley Lane and Pennsylvania Drive, in the City of Denton, Denton County, Texas (CDP Bravo, Z18-0021, Sean Jacobson). STAFF HAS POSTPONED THIS ITEM TO THE DECEMBER 12, 2018 PLANNING AND ZONING COMMISSION MEETING. Chair Rozell stated Public Hearing item 2A has been postponed to the December 12, 2018 Planning and Zoning Commission meeting. B.Hold a public hearing and consider making a recommendation to City Council regarding a request by Glory of Zion International Ministries Inc. for a Specific Use Permit to allow for a multi-family residential use as part of a mixed-use development on approximately 31 acres. The property is generally located on the north side of Windsor Drive, east of the I- 35 N frontage road in the City of Denton, Denton County, Texas. (S18-0008, Windsor Drive Apartments, Hayley Zagurski). THIS ITEM HAS BEEN CONTINUED FROM THE NOVEMBER 14, 2018 PLANNING AND ZONING COMMISSION MEETING. Chair Rozell stated Public Hearing item 2B was continued from the November 14, 2018 at which time the Public Hearing was closed. Hayley Zagurski, Senior Planner, presented Public Hearing item 2B. Zagurski stated following the meeting the applicant decided to move forward with staff’s original recommended conditions. Staff does recommend approval with the following conditions: 1. The City Council recognizes that driveway access locations from state highways must be approved by the Texas Department of Transportation (“TxDOT”), and that alterations in the configuration of I-35 are currently in planning. Any driveway access locations from the northbound I-35 frontage road which must be altered in response to changing TxDOT requirements during the permitting process may be administratively approved by City staff, provided that such alterations comply with all DDC and criteria manual requirements, and that all remaining elements of the approved site plan are satisfied. 2. Landscaping in the attached site plan reflects an intent to comply with the DDC requirements for parking, street trees, minimum landscape and canopy areas, and compatibility buffers, with administrative approval of alternative buffer elements permitted in accordance with DDC 35.13.8. Minor alterations to the depicted locations of individual plantings may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the DDC. 3. The Agreement entered into and executed by CL Ventures LLC and Sage Natural Resources, LLC, which sets forth the 250 foot reverse setbacks for the multi-family development from the two wells as shown on the attached site plan, must be filed in the records of Denton County prior to approval of a plat for the subject property, and a note on the plat shall reference the Agreement and setbacks. 4. Notwithstanding the limited administrative approvals authorized in conditions 1 and 2, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described previously, including those referenced in conditions 1 and 2. Lee Allison, Allison Engineering, the applicant, presented a presentation. 5 Commissioner Pruneda questioned if the gas wells are currently active. Zagurski stated they are both active. Chair Rozell read into the record the opposition from Ed Soph, 1620 Victoria Dr. Denton, Texas 76209. Commissioner Beck provided his concerns and findings regarding gas wells. Commissioner Pruneda stated if the item was denied from Planning and Zoning Commission it would still go before City Council and require a super majority vote. Chair Rozell stated he will be supporting the project. With the current setback requirements City Council has agreed on, the Planning and Zoning Commission might be setting arbitrary conditions that are not codified by City Council. Commissioner Ellis stated she appreciates the concerns raised by Commissioner Beck, but in front of the Commission is an SUP that more than complies with the code. Commissioner Tim Smith motioned, Alfred Sanchez seconded to approve Public Hearing item 2B with staff’s conditions and recommendations: 1. The City Council recognizes that driveway access locations from state highways must be approved by the Texas Department of Transportation (“TxDOT”), and that alterations in the configuration of I-35 are currently in planning. Any driveway access locations from the northbound I-35 frontage road which must be altered in response to changing TxDOT requirements during the permitting process may be administratively approved by City staff, provided that such alterations comply with all DDC and criteria manual requirements, and that all remaining elements of the approved site plan are satisfied. 2. Landscaping in the attached site plan reflects an intent to comply with the DDC requirements for parking, street trees, minimum landscape and canopy areas, and compatibility buffers, with administrative approval of alternative buffer elements permitted in accordance with DDC 35.13.8. Minor alterations to the depicted locations of individual plantings may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the DDC. 3. The Agreement entered into and executed by CL Ventures LLC and Sage Natural Resources, LLC, which sets forth the 250 foot reverse setbacks for the multi-family development from the two wells as shown on the attached site plan, must be filed in the records of Denton County prior to approval of a plat for the subject property, and a note on the plat shall reference the Agreement and setbacks. 4. Notwithstanding the limited administrative approvals authorized in conditions 1 and 2, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described previously, including those referenced in conditions 1 and 2. Motion approved (4-3). Commissioner Alfred Sanchez "aye", Chair Andrew Rozell "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". Commissioner Larry Beck "nay", Commissioner Jason Cole "nay", and Commissioner Mat Pruneda "nay". 6 C.Hold a public hearing and consider a request by Budget Self Storage - Denton, Ltd., for a Specific Use Permit to allow quick vehicle servicing in Suite #110 and Suite #111 of Budget Self-Storage. The property is located at 2820 Virginia Circle. (S18-0002, Budget Self Storage, Cindy Jackson) THIS ITEM WAS CONTINUED FROM THE OCTOBER 24, 2018 PLANNING AND ZONING COMMISSION MEETING. Chair Rozell stated Public Hearing item 2C has been continued from the October 24, 2018 meeting. Cindy Jackson, Senior Planner, presented Public Hearing item 2C. Jackson stated staff did go out on November 28, 2018 and discovered the vehicles from the adjacent lot had been removed and Mr. Melton has vacated suite 111 and Mr. Haynie has now leased suite 111. Jackson stated staff does recommend denial, but should the Planning and Zoning Commission decide to approve the request staff recommends the following conditions: 1. A new Certificate of Occupancy for the correct use, Quick Vehicle Servicing, must be applied for and approved. 2. The new Certificate of Occupancy shall state that the proposed use of Quick Vehicle Service is limited to this particular business owner and these two particular suites. 3.This Specific Use Permit will be limited to the use description and floor plan shown in Exhibit 8 and Exhibit 9. 4.Overnight outdoor storage of automobiles is prohibited. 5.No more than two customer vehicles per each business can be parked in the parking spaces in front of the building during business hours. The following individual spoke on this item: Chris Haynie, 17787 W. F.M. 922, Forestburg, Texas 76239. Supports the request. Haynie stated he took over suite 111 on November 23, 2018. Chair Rozell closed the Public Hearing. Commissioner Mat Pruneda motioned, Commissioner Tim Smith seconded to approve with staff’s recommendations: 1. A new Certificate of Occupancy for the correct use, Quick Vehicle Servicing, must be applied for and approved. 2. The new Certificate of Occupancy shall state that the proposed use of Quick Vehicle Service is limited to this particular business owner and these two particular suites. 3.This Specific Use Permit will be limited to the use description and floor plan shown in Exhibit 8 and Exhibit 9. 4.Overnight outdoor storage of automobiles is prohibited. 5.No more than two customer vehicles per each business can be parked in the parking spaces in front of the building during business hours. Motion approved (7-0). Commissioner Alfred Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". D.Hold a public hearing and consider making a recommendation to City Council regarding a request by Vincent G. Huebinger representing Verizon Wireless - Denton Central for a Specific Use Permit to allow a free standing monopole tower and associated equipment room. The property is located at 816 Frame Street in the City of Denton, Denton County, Texas. (S18-0009, Verizon Wireless, Cindy Jackson) 7 Chair Rozell opened the Public Hearing. Cindy Jackson, Senior Planner, presented Public Hearing item 2D. Jackson stated staff recommends approval of the request as it is compatible with the surrounding property and conforms to all applicable requirements of Section 35.12.8, Wireless Telecommunications Facilities. The following individual spoke on this item: Vincent Huebinger, 1715 Capital of Texas Hwy Ste. 207, Austin, Texas 78746. Supports the request. Vincent Huebinger, the applicant, presented a presentation. Chair Rozell closed the Public Hearing. Commissioner Tim Smith motioned, Commissioner Mat Pruneda seconded to approve Public Hearing 2D. Motion approved (7-0). Commissioner Alfred Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". E. The City of Denton Planning and Zoning Commission will Hold a public hearing and consider making a recommendation to City Council regarding a Concept Plan amendment and Detailed Plan approval for Planned Development 115 (PD-115) District to depict a single-family residential development on approximately 78 acres. The property is generally located on the west side of North Bonnie Brae Street, approximately 250 feet south of US Highway 77/North Elm Street in the City of Denton, Denton County, Texas. (PDA18-0001, Kings Ridge, Julie Wyatt). Chair Rozell opened the Public Hearing. Julie Wyatt, Senior Planner, presented Public Hearing item 2E. Chair Rozell questioned if the commission will see this item again. Wyatt stated the Commission would see the preliminary and final plat. The following individual spoke on this item: Warren Corwin, 200 W. Belmont, Allen, Texas 75093. Supports the request. Jack Dawson, 1800 valley View Ln. Framers Branch, Texas 75234. Supports the request. Warren Corwin, the applicant presented a presentation. Chair Rozell closed the Public Hearing. Commissioner Mat Pruneda motioned, Commissioner Jason Cole seconded to approve Public Hearing item 2E with the following condition: 1.Any development must conform to the General 8 Concept Plan, Detailed Plan, Landscape Plan, and text. Motion approved (7-0). Commissioner Alfred Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". F. Hold a public hearing and consider making a recommendation to City Council regarding a request by Craig Bond representing Parvar Property, LLC for a zoning change from a Neighborhood Residential Mixed Use 12 (NRMU-12) zoning district to a Neighborhood Residential Mixed Use (NRMU) zoning district. The 2.683 acre site is generally located at 3131 and 3161 N Elm Street, in the City of Denton, Denton County, Texas. (Z18-0009, Centennial on N. Elm Apartments, Cindy Jackson) Chair Rozell opened the Public Hearing. Cindy Jackson, Senior Planner, presented Public Hearing item 2F. Jackson stated staff does recommend approval. Commissioner Sanchez questioned what types of commercial developments are planned to go on a primary arterial. Jackson stated you want large traffic generators so they immediate access to the arterial and won’t clog up the collector streets. The following individuals spoke on this item: Craig Bond, 1107 Woodmount Ct. Denton, Texas 76209. Supports the request. Mohammad Parvar, 3110 Hillside Dr. Highland Village, Texas 75077. Supports the request. Terry Martin, 1216 Mistywood Ln. Denton, Texas 76209. Opposed to the request. Julie Smith, 532 N Windsor Dr. Denton, Texas 76207. Opposed to the request. Agnes Dean, 428 W. Windsor Dr. Denton, Texas 76207. Opposed to the request. Ashley Bender, 606 Northridge St. Denton, Texas 76201. Opposed to the request. Edward Cuthbertson, 512 Northridge St. Denton, Texas 76201. Opposed to the request. Commissioner Smith questioned why the SUP did not come with the zoning case. Bond stated the applicant wanted to ensure the property would be approved for the rezoning. Commissioner Beck questioned Mohammad Parvar, the owner, if he would be willing to add an overlay to keep the density down. Parvar agreed to an overlay. Chair Rozell stated as a point of order if the item is motioned and seconded on the Public Hearing will remain open, anyone wishing to speak will be allowed and also when the item comes back before the Commission citizens will be allowed to speak again. Commissioner Tim Smith motioned, Commissioner Larry Beck seconded to table Public Hearing item 2F to a date certain of February 20, 2019. Motion approved (7-0). Commissioner Alfred Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Jason Cole "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". 9 Chair Rozell read into the record the following individuals requested not to speak: Jean Cuthbertson, 512 Northridge St. Denton, Texas 76201. Opposed to the request. W. Lee Nahrgang, 506 Northridge St. Denton, Texas 76201. Opposed to the request. John Hyatt, 513 Northridge St. Denton, Texas 76201. Opposed to the request. Audrian Bryan, 103 Burl St. Denton, Texas 76208. Opposed to the request. Ann Ennis, 525 W. Windsor Dr. Denton, Texas 76207. Opposed to the request. Bill Ennis, 525 W. Windsor Dr. Denton, Texas 76207. Opposed to the request. Commissioner Pruneda encouraged the residents to voice their concerns to City Council. Chair Rozell called a recess. Chair Rozell reconvened the Regular Meeting. G.Hold a public hearing and consider making a recommendation to City Council regarding a request by Abra Nusser representing Calvert Paving Corp. to assign an initial zoning designation of Neighborhood Residential 4 (NR-4) on approximately 86 acres of land and to rezone approximately six acres of land from Neighborhood Residential 2 (NR-2) to Neighborhood Residential 4 (NR-4). The subject site is generally located between Creekdale Drive and Hickory Creek Road, east of the railroad tracks, in the City of Denton, Denton County, Texas. (Z18-0017, Lakeside Place, Cindy Jackson) STAFF HAS POSTPONED THIS ITEM TO THE JANUARY 9, 2019 PLANNING & ZONING COMMISSION MEETING. Chair Rozell stated Public Hearing item 2G has been postponed to January 9, 2019 Planning and Zoning Commission meeting. H.Hold a public hearing and consider making a recommendation to City Council regarding a proposed revision to the Denton Development Code; specifically to amend Subchapters 13 and 17 related to tree preservation, landscape standards, and environmentally sensitive area standards. (DCA18-0008, Conservation and Landscape Code, Hayley Zagurski). Richard Cannone, Deputy Director of Development Services, and Hayley Zagurski, Senior Planner, presented Public Hearing item 2H. Commissioner Beck requested this item to be the first Public Hearing on the December 12, 2018 agenda. Chair Rozell questioned how long the tree fund has been around and how the totals are calculated. Cannone stated he would get with the Parks department, seeing as they are the department over the tree fund. Commissioner Tim Smith motioned, Commissioner Mat Pruneda seconded to table to a date certain of December 12, 2018 Planning and Zoning Commission meeting. Motion approved (7-0). Commissioner Alfred Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Jason Cole 10 "aye", Chair Andrew Rozell "aye", Commissioner Mat Pruneda "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". 3.PLANNING & ZONING COMMISSION PROJECT MATRIX A.Planning and Zoning Commission project matrix. Richard Cannone, Deputy Director of Development Services, stated at the December 12, 2018 meeting staff will provide an update to the Historic Preservation Plan and how incentive programs will be incorporated into the plan. Staff will also bring back the Downtown Designs Standards on January 9, 2019. Cannone stated staff is working on a system that will provide notifications for neighborhood meetings. Commissioner Ellis requested the affidavit for Public Hearing signage be added back to the backup. Commissioner Sanchez questioned when the discussion regarding roundabouts would take place. Cannone stated he would have Pritam Deshmukh, Deputy City Engineer, provide further information regarding roundabouts. Chair Rozell closed the Regular Meeting at 10:05p.m. 11 ͳ͵ͲͶ .ȁ %«¬ 3³±¤¤³ $¤³®Ǿ 48 ͷͳͱͲ /¥¥¨¢¤Ȁ ͺ͵ͱȁʹͱȁͺ͵Ͷʹ & ·Ȁ ͺ͵ͱȁʹͱȁͺ͵ʹͲ ¶¶¶ȁ ¤ȃ¦±¯ȁ¢®¬ 4"0% &¨±¬ ͰȀ ͺ 5ĻĭĻƒĬĻƩ ЍͲ ЋЉЊБ Richard Cannone Deputy Director of Development Services City of Denton Development Services Department 215 W. Hickory Street Denton, TX 76201 Re: S18-0008 City Council Meeting Request to Continue or Table Dear Richard: Allison Engineering Group respectfully requests that the Public Hearing and consideration of the ordinance be continued or tabled until the regularly scheduled City Council meeting on Tuesday, January 15, 2019. This request was originally presented in an e-mail dated Saturday, December 1, 2018. We indicated during the public hearings and consideration process with the Planning and Zoning Commission that we are in agreement with the Staff Report and Recommendations and we do not have any intentions of changing that position. However, there were several items that created some confusion during that process and the public hearing was continued. We would like some time to revise our presentation and prepare for the City Council and hopefully avoid any confusion. Additionally our Client cannot attend tonights meeting and the holidays render the next City Council meetings questionable. We do want to take this opportunity to thank the staff for all of their efforts to help us navigate through the process. The complications and confusions were essentially inherent to the project and not any of their doing. They have served admirably. Respectfully Submitted, Allison Engineering Group Lee K. Allison, P.E., FNSPE 0Ȁ͐0±®©¤¢³²͐7),ͲͱͲ ȃ )(ʹͶ ȃ 7¨£²®± ȃ -¨·¤£ 5²¤͐#¨³¸ 3´¡¬¨³³ «²͐3¯¤¢¨¥¨¢ 5²¤ 0¤±¬¨³͐ͳͱͲȃͲͳȃͱ͵ 2¤°´¤²³ ³® 0 ¦¤ Ͳ ®¥ Ͳ #®³¨´¤ȁ£®¢· S:\\Legal\\Our Documents\\Ordinances\\19\\S18-0008.docx ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A SPECIFIC USE PERMIT TO ALLOW FOR A MULTI-FAMILY RESIDENTIAL USE AS PART OF A MIXED- USE DEVELOPMENT ON AN APPROXIMATELY 31-ACRE SITE, GENERALLY LOCATED ON THE NORTH SIDE OF WINDSOR DRIVE, EAST OF THE I-35 N FRONTAGE ROAD, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. (S18- 0008, Windsor Drive Apartments) WHEREAS, Allison Engineering Group, on behalf of the property owner, Glory of Zion International Ministries Inc., and the future surface developer and owner, CL Ventures LLC, has applied for a Specific Use Permit (SUP) to allow for a multi-family residential use as part of a mixed-use development on approximately 31 acres, within the Neighborhood Residential Mixed- Use (NRMU) zoning district and use classification, as described and shown in Exhibit A the Property); and WHERAS, the CL Ventures LLC entered into and executed an agreement with the gas well operator, Sage Natural Resources, of two nearby gas well drilling and production sites (hereinafter, 250 foot reverse setbacks for the multi-family development from the two wells as shown on the attached site plan in ; and WHEREAS, on November 14, 2018, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, having given the requisite notices by publication and otherwise, and having afforded full and fair hearings and to all property owners interested in this regard, recommended to continue discussion of the requested SUP to a date certain of November 28, 2018; and WHEREAS, on November 28, 2018, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, having given the requisite notices by publication and otherwise, and having afforded full and fair hearings and to all property owners interested in this regard, has recommended approval \[4-3\] of the requested SUP, subject to conditions; and WHEREAS, on December 4, 2018, the City Council likewise conducted a public hearing as required by law to consider the Specific Use Permit request and recommended to continue the public hearing to a date certain of January 15, 2019; and WHEREAS, on January 15, 2019, the City Council likewise conducted a public hearing as required by law to consider the Specific Use Permit request. Upon consideration, the City Council hereby finds that the request is consistent with the Denton Plan and federal, state, and local law, and that the Applicant has agreed to comply with all provisions of the Denton Development Code Ordinance, and has further agreed to comply with the additional restrictions and conditions set forth herein; and WHEREAS, the City Council has determined that it will be beneficial to Denton and its citizens to grant the SUP; that such grant will not be detrimental to the public welfare, safety, or health; and that the SUP should be granted; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The SUP to allow the multi-family residential use on the Property as shown on the site plan attached and incorporated herein as , is hereby approved, subject to the following conditions: 1. The City Council recognizes that driveway access locations from state highways must be approved by the Texas Department of Transportation , and that alterations in the configuration of I-35 are currently in planning. Any driveway access locations from the northbound I-35 frontage road which must be altered in response to changing TxDOT requirements during the permitting process may be administratively approved by City staff, provided that such alterations comply with all DDC and criteria manual requirements, and that all remaining elements of the approved site plan are satisfied. 2. Landscaping in the attached site plan reflects an intent to comply with the DDC requirements for parking, street trees, minimum landscape and canopy areas, open space and recreation space, and compatibility buffers, with administrative approval of alternative buffer elements permitted in accordance with DDC 35.13.8. Minor alterations to the depicted locations of individual plantings may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in in terms of buffer and open space locations, as well as all elements of the DDC. 3. The Agreement entered into and executed by CL Ventures LLC and Sage Natural Resources, LLC, which sets forth the 250 foot reverse setbacks for the multi-family development from the two wells as shown on the attached site plan in , must be filed in the records of Denton County prior to approval of a plat for the subject property, and a note on the plat shall reference the Agreement and setbacks. 4. Notwithstanding the limited administrative approvals authorized in conditions 1 and 2, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described in Section 3 below, including those referenced in conditions 1 and 2. SECTION 3. The attached site plan, landscape plan, and sample building elevations provided in Exhibit B specify the following requirements, and are incorporated as requirements of the SUP. Staff shall have the ability to approve an increase or decrease of up to 5% of any of the amounts specified in requirements 2-6, provided all applicable requirements of the DDC are met. 1. The multi-family portion of the mixed-use development will encompass a maximum of 17 acres out of the total 31 acres. 2. Sixteen (16) buildings are indicated, with a building footprint area specified at 112,724 square feet. 3. Three hundred thirty six (336) dwelling units are specified, with a density of 20.48 dwelling units per acre. 4. No fewer than six hundred twenty nine (629) parking spaces are required. Six hundred thirty two (632) spaces are specified on the site plan, but 60 of these spaces are specified as garages within the building footprints and do not count against the parking maximum requirements in DDC 35.14. 5. The site plan specifies a total of 49% lot coverage and 51% landscape area which includes a 30- fence. DDC 35.13.8 grants the Director the ability to approve alternative compatibility buffers. The Director may approve an alternative buffer that is equivalent to or more restrictive than the buffer specified in Exhibit B. 6. The sample building elevations specify an earth tone and gray tone color palette with facades of stucco, hardieboard plank siding, and hardieboard panels. Final building elevations should reflect these materials and colors and be in compliance with DDC 35.13.13.2 SECTION 4. Failure to Comply. Except as otherwise stated above, all terms of the SUP shall be complied with prior to issuance of a Certificate of Occupancy. Failure to comply with any term or condition of the Ordinance will result in the SUP being declared null and void, and of no force and effect. The SUP is issued to the entity named above runs with the land, and is assignable and transferable to subsequent owners of the Property. SECTION 5. SUP Regulations. Upon notice to the property owner and a hearing before the City Council, a SUP may be revoked or modified if: 1. There is one or more of the conditions imposed by this Ordinance that has not been met or has been violated on the Property; or 2. The SUP was obtained or extended by fraud or deception; or 3. As otherwise permitted by law and/or Denton's Zoning Ordinance. SECTION 6. Unlawful use. It shall be unlawful for any person, firm, entity, or corporation to make use of the above-referenced Property in some manner other than as authorized by the Denton Codes of Ordinances and this Ordinance. SECTION 7. Severability. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 8. Penalty. Any person, firm, entity or corporation violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00 for each violation. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. The penal provisions imposed under this Ordinance shall not preclude Denton from filing suit to enjoin the violation and it retains all legal rights and remedies available to it under local, state and federal law. SECTION 9. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record- Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________; the ordinance was passed and approved by the following vote \[___ - ___\]: Aye Nay Abstain Absent Chris Watts, Mayor: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Don Duff, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2019. _______________________________________ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: /s/ Jerry E. Drake, Jr. Exhibit A Legal Description and Location Map Property ID 523508 Northeast Corner of West Windsor and I-35 31.000 Acres BEING all that certain lot, tract or parcel of land situated in the F. Batson Abstract Number 43 in the City of Denton, Denton County, Texas, being a part of that certain tract of land conveyed by deed from Archie C. Payne to Carol Jean Payne Gaede and Roland Edward Payne recorded in Volume 2593, Page 217, Real Property Records, Denton County, Texas and being more particularly described as follows: BEGINNING at a fence corner for corner in the east line of Interstate Highway Number 35, a public roadway and in the south line of the N. Wade Survey Abstract Number 1407, said point being the southwest corner of that certain tract of land conveyed by deed from J & L Partners to Rancho Vista Development Company recorded in Volume 2695, Page 465, Real Property Records, Denton County, Texas; THENCE Company tract and with said south line of said Wade Survey tract to an iron rod set for corner; THENCE S 01° Drive, a public roadway; THENCE found for corner in said East Line of said Interstate Highway; THENCE found for corner; THENCE PLACE OF BEGINNING and containing 31.000 acres of land. Exhibit B Site Plan, Landscape Plan, and Sample Building Elevations Planning Staff Analysis S18-0008/Windsor Drive Apartments City Council District 3 January 15, 2019 REQUEST: Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit to allow for a multi-family residential use as part of a mixed-use development on an approximately 31-acre site, generally located on the north side of Windsor Drive, east of the I-35 N Frontage Road, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. (S18-0008, Windsor Drive Apartments, Hayley Zagurski). OWNER: Glory of Zion International Ministries Inc. APPLICANT: Lee Allison, Allison Engineering Group BACKGROUND: The request is for a Specific Use Permit (SUP) to permit a multi-family use on approximately 31 acres of property generally located on the north side of Windsor Drive east of Interstate 35 north. The subject property is zoned Neighborhood Residential Mixed Use (NRMU) District, which permits multi-family developments with an SUP and the following limitation: = Multi-family is permitted only: 1. With a Specific Use Permit; or 2. As part of a Mixed-Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi-family use within one (1) year prior to the effective date of Ordinance No. 2005-224; or 5. If The proposed development consists of 336 apartment units on approximately 16.4 out of the total 31 acres. The density of the proposed development would be approximately 20.5 dwelling units per acre, which is below the maximum of 30 dwelling units per acre permitted within the NRMU District. The remaining acreage of the subject property is proposed for commercial development at a future date. The Preliminary Site Plan (Exhibit 6) reflects sixteen buildings as well as associated parking and open space required for the multi-family development. Additionally, the plans reflect setback boundaries from two gas well drilling and production sites located on the eastern adjoining property. The applicant, Allison Engineering Group, and their client, Dimension Capital Partners, have worked extensively with the gas well operator over a period of several months to reach an agreement regarding the setbacks, gas well access road, and future platting of the subject property. As a part of this process, the gas well operator requested that no surface development be placed within the 250 foot reverse setback around the southern gas ch only restricts the within the reverse setback. Additionally, the gas well operator requested that the 250 foot setback from the northern gas well site be measured from the boundaries of a future enlargement they intend to pursue for the northern site rather than from the boundaries of the existing site. This provides an increased reverse setback for now, and should the operator seek to expand the gas well site in the future it would ensure the minimum 250 setback is still met. While the gas well site is not a part of this request, staff feels it is important to note that should the gas well operator seek to expand the northern site in the future the following processes would be required because the site is located within the floodplain fringe: A Watershed Protection Permit, A SUP, and Authorization of a reduction in setbacks to the minimum of 250 feet. This setback reduction authorization is required because existing sites within a residential zoning district have a required 500 foot setback. This 500 foot could be reduced to 250 feet if it is authorized by either the Zoning Board of Adjustment or if all owners of protected uses within the 500 foot radius authorize the reduction. While, the expansion of the gas well site is not a part of the SUP request for the multi-family use, it is important to note because extensive negotiations with the operator have occurred, part of which was the enhanced setbacks shown on the preliminary site plan from the existing northern pad site. SITE DATA: The subject property includes a total of 31 acres of land that are currently undeveloped with the exception of a gravel access road associated with gas well sites on the eastern adjoining property. The access road crosses the southernmost portion of the property. The proposed multi-family development encompasses approximately 16.4 acres on the northern and eastern portions of the property. The property has approximately 1,700 feet of frontage on the I-35 service road and approximately 700 feet of frontage on Windsor Drive. Windsor Drive is classified by the Mobility Plan as a secondary arterial roadway. SURROUNDING ZONING AND LAND USES: Northwest: North: Northeast: Zoning: Regional Center Zoning: Planned Zoning: PD-142 Commercial Neighborhood Development 142 (PD-142) (RCC-N) District (aka Hillcrest Center) Use: Undeveloped Use: Commercial (RV sales) Uses: Undeveloped (PD permits commercial, light manufacturing, and high density residential uses) West: East: Zoning: RCC-D District Zoning: Neighborhood Residential 2 (NR-2) and Neighborhood Residential 4 Use: Undeveloped (future (NR-4) District Zimmerer Kubota site) SUBJECT PROPERTY Use: Gas Well Development, undeveloped land, and single- family residential (Westglen Subdivision) Southwest: South: Southeast: Zoning: RCC-N District Zoning: NR-6, NRMU-12, Zoning: Neighborhood and NRMU Districts Residential 6 (NR-6) District Use: Commercial (Home Depot) Use: Single-family Use: Single-family residential Residential (Windsor Farms) (Windsor Farms subdivision) and undeveloped land CONSIDERATIONS: Section 35.6.4 of the DDC outlines the criteria for approval of a SUP. These criteria are as follows: 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 The Denton Plan and federal, state, or local law. The Conceptual Site Plan and Landscape Plan indicate that the development would be in conformance with the requirements of the DDC in terms of multi-family site design, building materials, parking, and landscaping. The site plan further indicates that the development would meet the following regulations for the NRMU zoning district: Maximum lot coverage of 80% (approximately 49% proposed) Minimum landscape area of 20% (approximately 51% proposed) Maximum building height of 65 feet (40 50 foot height proposed) Maximum density of 30 dwelling units per acre (20.48 dwelling units per acre proposed) Per the Denton Plan 2030 Future Land Use map, the subject property is located on the outer fringe of a larger area intended for Business Innovation. The Business Innovation designation applies to large areas suitable for well-planned, larger scale office and employment parks along with supporting retail, hotel, and residential uses. The bulk of the Business Innovation land use area is located on the west side of I-35and on the north side of Loop 288. The subject property is located on the fringe of this area where the land use designation quickly transitions into Low Residential (one to four dwelling units per acre). It is unlikely that the subject property would be suitable as part of a large-scale office or business park given its location between established neighborhoods and the interstate. However, the property is well-suited for less intensive supporting uses that are needed for Business Innovation, such as higher density residential development and typical highway commercial uses such as restaurants, retail, hotels or other commercial uses permitted in the NRMU District. Thus, the proposed multi-family residential use is consistent with the Future Land Use designation and is also consistent with the need to have a transitional zone in between higher-intensity business uses and the surrounding, established single- family neighborhoods. b. A SUP shall only be granted if all of 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 neighboring properties. vii. That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property. On the eastern side of I-35 in this area of the City, there is a large amount of undeveloped property as well as several well-established single-family neighborhoods. The proposed multi-family use would provide a logical transition from commercial development typically found along the interstate and permitted under the surrounding NRMU and PD-142 zoning and the nearby single-family neighborhoods. The subject property does not directly adjoin a neighborhood, but is in close proximity to both the Westglen and Windsor Farms subdivisions. The proposed use is not likely to generate offensive odors, fumes, dust, noise, or vibrations. Lighting for the site will be required to comply with the site lighting requirements in DDC Section 35.13.12. Traffic to the site will not have a direct connection to any of the surrounding neighborhoods, and instead would take access from either Windsor Drive or the I-35 frontage road. The Conceptual Site Plan indicates the provision of adequate on-site parking based upon the recently updated multi-family parking standards. The plans also indicate compliance with requirements for parking lot landscaping, right-of-way screening, and buffers. The closest single family homes are over 250 feet away from the subject property, and because the parcel immediately adjoining the subject property to the east contains gas well development, a Type D buffer (30 feet wide with 8 trees and 20 shrubs per 100 linear feet) is required along the eastern property line instead of the Type B buffer (10 feet wide with 5 trees and 30 shrubs per 100 linear feet) that would normally be required between multi-family and single-family uses. The applicant has proposed to provide the minimum 30 foot width for the buffer and to include a 6-foot high opaque fence and trees within the buffer but no shrubs. During the site plan process, the precise requirements for public infrastructure improvements, including water and sewer connections, will be determined. A Traffic Impact Analysis (TIA) is required prior to final platting and site planning based upon the size of the development. The applicant has already been to determine the scope of the TIA. Perimeter street improvements along Windsor Drive are expected, and TXDOT plans for I-35 indicate that additional right-of-way dedication along the western property line will be required in the future, as is indicated on the preliminary site plan. c. That adequate capacity of infrastructure can and will be provided to and through the subject property. Water is available to the proposed development along both the I-35 frontage road and Windsor Drive. Sewer is available either across Windsor Drive or from a line located on the eastern adjoining property, pending obtainment of an off-site easement from the adjoining property owner. Access to the site will occur by means of two driveways, one off of Windsor Drive located across from Bray Village Drive, and one off of the I-35 frontage road. Internal circulation is intended to be provided in the form of one primary drive- aisle that will also provide access to future commercial sites as well as a series of internal drives through the multi-family development. The landscape plan indicates that these internal drives will be designed as private streets with sidewalks and landscaping. d. That the Special 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 in 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 generation of dust, odors, and other environmental pollutants. v. Generation of noise, light, and glare. vi. The development of adjacent property as envisioned in the Denton Plan. vii. Other factors found to be relevant to satisfy the requirements of this Chapter. The proposed multi-family use is compatible with the existing zoning pattern in this area as well as with the Future Land Use designation of Business Innovation. Although there is not currently multi-family development in this area, the use could serve as a transition between commercial development expected along I-35 and the existing neighborhoods along Windsor Drive. The proposed scale of development in terms of density, lot coverage, minimum landscaping, and building height is consistent with the requirements for the NRMU District as was described above. While this scale of development is much greater location and is consistent with what is developed elsewhere in the City along the interstate. STAFF RECOMMENDATION: The attached site plan, landscape plan, and sample building elevations provided in Exhibits 6-8 specify the following, which will be incorporated as requirements of the SUP ordinance. Staff shall have the ability to approve an increase or decrease of up to 5% of any of the amounts specified in requirements 2-6, provided all applicable requirements of the DDC are met. 1. The multi-family portion of the mixed-use development will encompass a maximum of 17 acres out of the total 31 acres. 2. Sixteen (16) buildings are indicated, with a building footprint area specified at 112,724 square feet. 3. Three hundred thirty six (336) dwelling units are specified, with a density of 20.48 dwelling units per acre. 4. No fewer than six hundred twenty nine (629) parking spaces are required. Six hundred thirty two (632) spaces are specified on the site plan, but 60 of these spaces are specified as garages within the building footprints and do not count against the parking maximum requirements in DDC 35.14. 5. The site plan specifies a total of 49% lot coverage and 51% landscape area which includes a 30- fence. DDC 35.13.8 grants the Director the ability to approve alternative compatibility buffers. The Director may approve an alternative buffer that is equivalent to or more restrictive than the buffer specified in Exhibits 6-8. 6. The sample building elevations specify an earth tone and gray tone color palette with facades of stucco, hardieboard plank siding, and hardieboard panels. Final building elevations should reflect these materials and colors and be in compliance with DDC 35.13.13.2 Staff recommends approval of the SUP with the following conditions: 1. The City Council recognizes that driveway access locations from state highways must alterations in the configuration of I-35 are currently in planning. Any driveway access locations from the northbound I-35 frontage road which must be altered in response to changing TxDOT requirements during the permitting process may be administratively approved by City staff, provided that such alterations comply with all DDC and criteria manual requirements, and that all remaining elements of the approved site plan are satisfied. 2. Landscaping in the attached site plan reflects an intent to comply with the DDC requirements for parking, street trees, minimum landscape and canopy areas, and compatibility buffers, with administrative approval of alternative buffer elements permitted in accordance with DDC 35.13.8. Minor alterations to the depicted locations of individual plantings may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the DDC. 3. The Agreement entered into and executed by CL Ventures LLC and Sage Natural Resources, LLC, which sets forth the 250 foot reverse setbacks for the multi-family development from the two wells as shown on the attached site plan, must be filed in the records of Denton County prior to approval of a plat for the subject property, and a note on the plat shall reference the Agreement and setbacks. 4. Notwithstanding the limited administrative approvals authorized in conditions 1 and 2, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described above and in Section 3 of the Draft Ordinance, including those referenced in conditions 1 and 2. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 24 notices were sent to property owners within 200 feet of the subject property, 62 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 applicant held a neighborhood meeting on September 6, 2018. Approximately 18 people attended the meeting, at which time the applicant described and showed the plans for the proposed development and answered questions. A primary concern expressed by the neighbors in attendance was the need for the northern half of Windsor Drive to be completed. S18-0008 Site Location BAUER HAMPTON TIESZEN 02555101,020 Feet SITECOD µ ETJ Parcels NAA 8/1/20 Roads Date: 8/28/2018 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. S18-0008 Zoning Map ETJ PD RCC-N NRMU NR-4 BAUER RD-5X NR-6 HAMPTON IC-G NR-3 TIESZEN EC-I NR-2 RCC-D NRMU-12 CM-G 02555101,020 Feet SITECM-GNR-2NRMURCC-N µ EC-INR-3NRMU-12RD-5X Zoning Overlay ETJNR-4PD Parcels IC-GNR-6RCC-D Roads Date: 8/28/2018 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. S18-0008 Future Land Use Map Low Residential BAUER HAMPTON Business Innovation Parks / TIESZEN Moderate Open Residential Space Regional Mixed Use Industrial Commerce 03857701,540 Feet SITEBusiness Innovation Future Land Use µ Low ResidentialCommercial Parcels Industrial Commerce Moderate Residential Roads Government / Institutional Regional Mixed Use Parks / Open Space Neighborhood Mixed Use Date: 8/28/2018 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. PER EMC 18.90.70 FIGURE 2PER EMC 18.90.70 FIGURE 2PER EMC 18.90.70 FIGURE 2 44’ - 2 1/2”44’ - 2 1/2”44’ - 2 1/2” PER EMC 18.90.70B 30’ - 9” PER EMC 18.90.70 FIGURE 2 PER EMC 18.90.70 FIGURE 2 S18-0008 Notification Map 500ft Buffer 200ft Buffer BAUER HAMPTON TIESZEN 02555101,020 Feet SITECOD µ ETJ Parcels NAA 8/1/20 Roads Date: 8/28/2018 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 19-083,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City Council of the City of Denton, Texas designating a certain area within the City limits of Denton as Tyson Sales and Distribution Reinvestment Zone No. XIV for commercial/industrial tax abatement; establishing the boundaries of such zone; making findings required in accordance with Chapters 311 and 312 of the Texas Tax Code; ordaining other matters relating thereto; providing a severability clause; providing for repeal; and providing an effective date. City of DentonPage 1 of 1Printed on 1/11/2019 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: January 15, 2019 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City Council of the City of Denton, Texas designating a certain area within the City limits of Denton as Tyson Sales and Distribution Reinvestment Zone No. XIV for commercial/industrial tax abatement; establishing the boundaries of such zone; making findings required in accordance with Chapters 311 and 312 of the Texas Tax Code; ordaining other matters relating thereto; providing a severability clause; providing for repeal; and providing an effective date. BACKGROUND The attached ordinance establishes Reinvestment Zone No. XIV. Under Chapter 312 of the Texas Tax Code, businesses that receive tax abatements must be located within a reinvestment zone, which is a designated area where economic development is encouraged. Tyson Sales and Distribution plans to build a 350,000+ square foot, highly automated refrigerated distribution center on an approximately 50-acre site located at the southeast corner of Jim Christal Road and Western Boulevard. will allow Council to consider a tax abatement agreement with Tyson Sales and Distribution. The tax abatement item, File ID 19-025, will be presented immediately following the public hearing. FISCAL INFORMATION Establishing the reinvestment zone has no fiscal impact. PRIOR ACTION Dec. 11, 2018 Work session presented to Council; majority direction to proceed with staff and EDP Board recommendation Nov. 14, 2018 Economic Development Partnership Board work session and recommendation in favor of a tax abatement for Tyson Sales and Distribution (8-1) STRATEGIC PLAN RELATIONSHIP Thtegic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance Exhibit 3 Presentation Respectfully submitted: Caroline Booth Director of Economic Development City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-025,Version:1 AGENDA CAPTION Consider adoption of an ordinance authorizing the Mayor to execute a tax abatement agreement with Tyson Sales and Distribution, Inc. setting forth all the required terms of the tax abatement agreement in accordance with the terms of Chapter 312 of the Texas Tax Code; setting forth the various conditions to Tyson Sales and Distribution, Inc. receiving the tax abatement; providing for a severability clause; and providing an effective date. City of DentonPage 1 of 1Printed on 1/11/2019 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: January 15, 2019 SUBJECT Consider adoption of an ordinance authorizing the Mayor to execute a tax abatement agreement with Tyson Sales and Distribution setting forth all the required terms of the tax abatement agreement in accordance with the terms of Chapter 312 of the Texas Tax Code; setting forth the various conditions precedent to Tyson Sales and Distribution receiving the tax abatement; providing for a severability clause; and providing an effective date. BACKGROUND Company Tyson Sales and Distribution, based in Springdale, Arkansas, contacted the City of Denton in February 2018 regarding a distribution center project. Tyson Sales and Distribution provides refrigerated warehousing and distribution services to the Tyson Foods, Inc. companies, which include the brands Tyson, Jimmy Dean, Hillshire Farm, BallPark, and State Fair, among others. Tyson Foods had $38 billion in sales in FY 2017 and employs 122,000. As a company, Tyson takes a comprehensive approach to sustainability, focusing on five pillars: food, animal well-being, environment, workplace, and community. One corporate sustainability initiative is to achieve a 12% reduction in water use between 2015 and 2020. Another is to donate at least $50 million in cash or product for hunger relief between 2015 and 2020; $45 million has been given so far. Project Tyson is seeking a location for a 350,000+ square foot highly automated refrigerated distribution center to expand service capacity to help enable growth, anticipate the needs of customers, and improve reaction time to those needs. The facility will contain automated storage and retrieval systems, including stacker cranes, gantry robots for layer picking, pallet conveyors and transfer cars, and a monorail. It is expected to ship 700 million pounds of product annually from the facility. The facility will have about a 2 megawatt annual electric demand. It will employ 100 on a full-time basis with hourly wages ranging from $20 to $45; full- time employees are benefits eligible. The Denton County average wage is $22.07. The weighted average hourly wage for Tyson is $24.82, which is 12.50% higher than the County average. considerations include workforce availability, return on investment, utilities infrastructure, proximity to customers and facilities, and ease of implementation. Competitive Recruitment and the Texas Enterprise Zone Program Tyson is vetting sites in Indianapolis, Indiana; Rogers, Arkansas; Tooele, Utah; and Denton, the only location under consideration in Texas. The Denton site is 65+/- acres at the southeast corner of Jim Christal Road and Western Boulevard in the Westpark Tax Increment reinvestment Zone (TIRZ) Number Two. The Texas Enterprise Zone Program is a State economic development tool to promote job creation and capital investment in economically distressed areas. Successful applicants are eligible to apply for State sales and use tax refunds on qualified expenditures. The program provides reimbursement based on the level of capital investment and number of jobs created by a project. A certain percentage of jobs created must be filled by economically disadvantaged individuals or veterans for the company to receive the grant. A local incentive is required for a company to be able to apply to the Texas Enterprise Zone Program. Denton County Tax Abatement Tyson plans to apply for a Denton County tax abatement. the Commissioners Court will only consider granting a tax abatement to an applicant that has a tax abatement agreement with a municipality first. City staff has been coordinating with Tyson Sales and Distribution and Denton County regarding County incentives. FISCAL INFORMATION Current Conditions 2018 Certified TIRZ Revenue City Revenue Tax Revenue Valuation Estimate (40%) Estimate (60%) Estimate Project Land (Ag) $3,720.00 $9.23 $13.85 $23.08 Ad Valorem Valuation and Annual Revenue Estimated TIRZ Fund* Revenue General Fund Revenue Gross Tax Revenue Valuation Eligible Estimate Estimate Estimate Project Land * $3,034,771.00 $7,532.02 (40%) $11,298.03 (60%) $18,830.06 Improvements ** $18,000,000.00 $44,674.34 (40%) $67,011.52 (60%) $111,685.86 BPP*** $28,900,000.00 $0.00 (0%) $179,317.85 (100%) $179,317.85 $49,934,771.00 $52,206.37 $257,627.40 $309,833.77 Total Valuation Denton 2018/19 tax rate: .620477 *Land currently has an ag exemption, market value used for estimate **Project is located within the Westpark TIRZ, so 40% of revenue from land and improvements goes into the TIRZ Fund ***BPP not included in TIRZ contribution, 100% City Revenue; Tyson has revised its June 2018 BPP estimated valuation from $30.6 million to $28.9 million City of Denton Tax Abatement Tyson contacted City Economic Development staff regarding a possible Denton Project site in February 2018. The 2016 Council-adopted incentive policy in effect at that time contained the following table as a framework for considering length and percentage of incentives. 2018 Policy for Tax Abatement and Incentives, a business may be considered for a tax abatement of 25% if at least $5 million in investment/new value is met. The length of the abatement increases with higher investment/value, but may not exceed 10 years. Tyson meets the following priority considerations outlined in the policy: business and community investment expanding the tax base increasing jobs with wages above Denton Countys average wage generating significant new customers for municipal utilities vestment is significant at $28.9 million. The investment is estimated to provide $179,318 in annual revenue to the City. This revenue is not captured by the TIRZ and was used to perform the incentive analysis, included as Exhibit 2. The TIRZ captures 40% of the increase in real property values above the base value for the two participating jurisdictions, City of Denton and Denton County. Based on th, staff performed an analysis using a 25% tax abatement on the business personal property only for a term of six years. Standard practice for economic development impact analysis is a term of ten years, which allows for comparisons between incentives. This equates to an annual incentive of approximately $44,829 for a total of $268,977 over the life of the six-year term. The remaining 75% personal property revenue to the City is approximately $134,488 annually and $1,524,202 over a ten- year period. Immediately prior to this item on the January 15, 2019, agenda, Council will hold a public hearing to consider adoption of an ordinance designating a certain area within the City limits of Denton as Tyson Sales and Distribution Reinvestment Zone No. XIV for commercial/industrial tax abatement (File ID 19- 083). the reinvestment zone then will allow Council to consider a tax abatement agreement with Tyson Sales and Distribution. Economic Growth Rider from Denton Municipal Electric mers of municipal recruitment target because large customers in sectors like manufacturing and refrigerated/frozen food distribution use energy consistently around the clock. Steady industrial users allow DME to purchase power at a lower price and receive a better rate of return overall, which helps keep rates recruit customers like this to Denton. Available only to qualified customers, the EGR is a five-year, sliding scale reduction to electric rates or any other charges related to their electric consumption. Implementing the EGR does not negatively affect other ratepayers. Based on preliminary calculations, Tyson will be eligible for an estimated $449,886 EGR if it meets the qualifications. The demand charge over the ten-year period is $2,549,354. This information is presented in Exhibit 2. REQUEST Tyson Sales and Distribution requests a tax abatement from the City to offset development costs and to enable the company to apply for a Denton County tax abatement and the Texas Enterprise Zone Program grant. RECOMMENDATION Given the large capital investment, the significant tax revenue from business personal property that will not be captured by the TIRZ, number of quality jobs created, and an average salary for jobs that is 12.5% higher than the Denton County average, staff recommends a 25% tax abatement on business personal property only for a term of 6 years. The Economic Development Partnership Board concurred with the staff recommendation (8-1). PRIOR ACTION Dec. 11, 2018 Work session presented to Council; majority direction to proceed with staff and EDP Board recommendation Nov. 14, 2018 Economic Development Partnership Board work session and recommendation STRATEGIC PLAN RELATIONSHIP tegic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Tyson Analysis Exhibit 3 Incentive Application Exhibit 4 Ordinance and Agreement Exhibit 5 Response to Council Requests for Information Exhibit 6 Presentation Respectfully submitted: Caroline Booth Director of Economic Development Economic Incentive Application City of Denton, Texas version 0817 INSTRUCTIONS The City of Denton's Economic Development Department will use your responses to this application to prepare an economic impact analysis of your location or expansion project. Please enter the required information in the shaded cells or check boxes. If you have additional notes or information to include, insert rows or use Column K. Please attach any revelant maps, plats, metes and bounds, or renderings. Only complete applications will be considered. If you need assistance, call (940) 349-7776. Please email the completed questionnaire to Caroline.Booth@cityofdenton.com PLEASE COMPLETE PAGES (TABS) 1 - 7 GENERAL INFORMATION Today's date: 6/6/2018 Company contact information Name:Tyson Sales & Distribution Address:PO Box 2020 (CP131) City, State, ZIP:Springdale, AR 72765-2200 Website:www.tyson.com Person submitting the questionnaire: Name:Alyson BrownPhone:479-290-4809 Title:Sr Tax AccountantFax: Email:alyson.brown@tyson.com Person responsible for grant administration: Name:Jan NashPhone:479-290-1168 Title:Director Non Income TaxFax: Email:jan.nash@tyson.com Brief description of company's history including current operations: Tyson Sales & Distribution provides refrigerated warehousing & distribution services to the Tyson Foods, Inc companies. Publicly Traded Privately Held Company ownership: Business form: Corporation Joint VenturePartnershipSole Proprietorship Parent company (if applicable):Tyson Foods Inc Company's primary 6-digit North American Industry Classification System (NAICS) Code:493110 Is the project a relocation of an existing facility to Denton from another location? YesNo If yes, give current location: PLEASE COMPLETE NEXT TAB: Description Economic Incentive Application PROJECT DESCRIPTION Please provide a brief description of the project in Denton (activities to be performed, products to be produced, services to be provided). 250 word limit. The project will provide warehousing and distribution services to the Tyson family of companies. The distribution center will expand services capacity to enable growth. The center will enable us to anticipate the needs of our customers and improve reaction times to their needs. The distribution network is planned for prevention through design and will reduce our environmental footprint. It will improve team member safety and improve sustainability by reducing the environmental footprint. The Denton facility will be an automated facility containing automated storage retrieval systems, Gantry robots for layer picking and a monorail. List any additional factors to be considered for this project. Please select all that apply. Occupies building vacant for at least 2 International or national headquarters years xProject creates knowledge based, high-25% of local contractors utilized or new jobs skilled, or high-paying jobsfilled by Denton residents Significant relationship with Targeted industry sector universities Improvements to DowntownCommunity support and involvement SUSTAINABLE PRACTICES List any company "green" or sustainable initiatives:https://www.tysonfoods.com/sustainability No Will the company be seeking LEED Certification? Yes If yes, please provide level of certification sought:TBD PLEASE COMPLETE NEXT TAB: Employment Economic Incentive Application SALES TAX This information is used to estimate the fiscal impact. Please provide the current annual taxable sales (if applicable).$0 Please provide the current annual taxable purchases.$59,920,000 This data is used to determine the economic impact of the construction period. Please provide the number of construction jobs anticipated.150.00 The following are used for the economic impact of out-of-town visitors. Number of out-of-town visitors estimated in the first year.100.00 Average number of Hotel room nights in Denton.2000.00 PLEASE COMPLETE NEXT TAB: Utility Economic Incentive Application UTILITY USAGE ELECTRIC Estimated ANNUAL usage in kWh13,481,324 Estimated MONTHLY KW demand1,123,443 Estimated Peak KW586,000 Capacity factor0.95 What types of power equipment will your facility use? The warehouse will be designed to minimize the use of electricity and fossil fuels. The facility will contain an automated storage and retrieval system. The system will include stacker cranes, a layer picking gantry robot, monorail, pallet conveyors and pallet transfer cars and other machinery and equipment. The facility will be refrigerated storage. Please provide the percent of the project's projected utility usage for manufacturing or processing operations (if applicable).0% NATURAL GAS Estimated ANNUAL usage in mcf250,416 Estimated MONTHLY mcf demand20,868 Estimated Peak mcf18,000 WATER Estimated ANNUAL usage in gpd16,666,667 Estimated MONTHLY gpd demand1,388,888 Estimated Peak gpd50,000 WASTEWATER Estimated ANNUAL usage in gpd0 Estimated MONTH gpd demand0 Estimated Peak gpd0 PLEASE COMPLETE NEXT TAB: New Construction Economic Incentive Application NEW CONSTRUCTION PROJECT INFORMATION Project type: Other (please describe) Build to SuitSpeculative Industrial Project use: Retail/Restaurant Warehouse/Distribution Office Other (please describe) Project size:Acreage:65 acSq. Feet:350,000 + Preferred start date:10/1/2018 Desired completion date:12/1/2020 Current property value from Denton Central Appraisal District* (DCAD): $1,000,000.00 *Please attach a copy of the latest property tax statement(s) from DCAD. INVESTMENT What funds will be invested or leveraged for the project? CategoryTotal Improvements/ Structures $61,905,315 Personal Property $30,573,301 Engineering and Design $0 Site Development $0 Other Improvements $5,000,000 Total Project Costs $97,478,616 TAX BASE Provide the estimated valuation of the project. CategoryEstimated New Valuation Improvements/ Structures$18,000,000 Personal Property $30,573,301 Inventory$19,302,525 Freeport Exemption $7,094,629 Total$74,970,455 Describe any off-site infrastructure requirements. TBD Water TBD Wastewater TBD Streets TBD Drainage TBD Other PLEASE COMPLETE NEXT TAB: Relocation - Expansion Economic Incentive Application RELOCATION OR EXPANSION PROJECT INFORMATION Project type: Other (please describe) Build to SuitSpeculative Industrial Project use: Retail/Restaurant Warehouse/Distribution Office Other (please describe) Project size:Acreage:Sq. Feet: Preferred start date: Desired completion date: Current property value from Denton Central Appraisal District* (DCAD): *Please attach a copy of the latest property tax statement(s) from DCAD. INVESTMENT What funds will be invested or leveraged for the project? CategoryTotal Improvements/ Structures $0 Personal Property $0 Engineering and Design $0 Site Development $0 Other Improvements $0 Total Project Costs $0 TAX BASE Provide the estimated valuation of the project. Estimated Increase in Estimated New CategoryCurrent Valuation Valuation Valuation Improvements/ Structures$0$0$0 Personal Property$0$0$0 Inventory $0$0$0 Freeport Exemption$0$0$0 Total $0$0$0 Describe any off-site infrastructure requirements. Water Wastewater Streets Drainage Other Last page - application complete Responses to Council Requests for Information 1. Differences Between Tyson and US Cold Storage Projects 2. Wage and Hour, Environmental, and Animal Handling Issues Staff reached out to Tyson regarding wage and hour, environmental, and animal handling issues. stakeholder engagement that included farmers and ranchers, non-governmental organizations, policymakers, and others to understand what needed to change. That process led to the launch of new goals in 2016/2017 in five areas: Food, Animal Well-Being, Environment, Workplace, and Community. Examples of those goals include: Reducing water use intensity 12% by 2020 against a 2015 baseline Reducing workplace injuries by 15% year over year; reduced by 22% from 2016 to 2017 Giving $50 million in cash and product by 2020 for hunger relief; $45 million given since 2015 3. Information about Tysons Transportation Sustainability and Emission Reduction Strategy Staff reached out to Tyson regarding its sustainability and emission reduction strategy for transportation. Tysonnagement response follows: Tyson maintains its Partnerships within the Environmental Protection Agency Program. Ninety-five percent s contract carrier base are also Partners in the SmartWay Program. Tyson currently implements several strategies to reduce emissions, lower fuel consumption, and decrease greenhouse gases, some of which include: route optimization, weighting and/or cubing out shipments, choosing alternate shipping options (air/rail/etc.) when possible, and investing in ultra-light equipment. These methods overall reduce the number of trucks on the road and our carbon footprint. Tyson has reduced NOx emissions by 40% from 2007 to 2017; which has immense air quality benefits. Tyson will be testing a more fuel-efficient, environmental-friendly truck engine in 2019 on a route from Arizona to California. The Achates Power Technology has the potential to cut NOx pollution by 90 percent, compared to more widely used engine types. In addition, it can increase fuel efficiency 15 to 20 percent. These engine models are also engineered to emit 10 percent less CO2 than the 2027 federal greenhouse gas requirement. Tyson will also be testing an electric tractor, in early 2019, for hauling and moving trailers around in its Northwest Arkansas distribution center. 4. Information about Road Infrastructure and Existing Businesses in the Westpark Industrial Park/TIRZ Area The following map is a depiction of the City of Denton, Texas Department of Transportation, and private roads within and bordering the Westpark Industrial Park/TIRZ area. City Capital Projects has confirmed that Jim Christal Road is not part of a City of Denton Capital Improvement Program or Bond. Therefore, there are no dates associated with a reconstruction or rehab by the City. As such, any improvements are to be made by the developer of the Westpark TIRZ or the end-use developers. The following map is a depiction of the existing businesses within and bordering the Westpark Industrial Park/TIRZ area. The proposed Tyson site is shown in yellow. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-008,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,TexasupdatingimpactfeesbyamendingChapter26, “Utilities,”section26-210throughsection26-232oftheCityofDentonCodeofOrdinances;adoptingrevised landuseassumptionsandcapitalimprovementsplansforwaterandwastewaterimpactfees;establishingnew serviceareasforwaterandwastewaterimpactfees;establishingnewmaximumimpactfeesperserviceunitand impactfeestobecollected;creatingschedulesfortheassessmentandcollectionofimpactfees;repealing conflictingordinancesandresolutions;providingforaseverabilityclause;providingforapenaltynottoexceed $2,000 for each violation thereof; and providing an effective date. City of DentonPage 1 of 1Printed on 1/11/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Utility Administration CM/ DCM/ ACM: Maro Canizares DATE: January 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas updating impact fees by Amending -210 through section 26-232 of the City of Denton Code of Ordinances; adopting revised land use assumptions and capital improvements plans for Water and Wastewater Impact Fees; establishing new service areas for Water and Wastewater impact fees; establishing new maximum impact fees per service unit and impact fees to be collected; creating schedules for the assessment and collection of impact fees; repealing conflicting ordinances and resolutions; providing for a severability clause; providing for a penalty not to exceed $2,000 for each violation thereof; and providing an effective date. BACKGROUND Impact fees provide the means for recovering a portion of the cost of adding capacity to the water and wastewater system to provide service to any new growth that creates new demand. Texas Local Government Code Chapter 395 governs the imposition of impact fees and requires the City to update impact fees at least every five years. The City of Denton first adopted impact fees for Water and Wastewater Utilities in 1998, and completed updates in 2003, 2008, and 2013. An impact fee update comprised of land use assumptions, population projections, and 10-year Water and Wastewater capital improvements plans has been completed by Kimley-Horn and Associates, Inc., and is included as Exhibit A in the attached Ordinance. Land use assumptions include projections of changes in land uses, densities, intensities, and populations in Water and Wastewater service areas over the next ten years. Land use assumptions are used to forecast the timing and mix of developments within the service areas. The 10-year Water and Wastewater capital improvements plans (CIP) identify the capital projects and associated costs required to support growth in the service areas based on land use assumptions, Water and Wastewater demand forecasts, hydraulic modeling, and the Water and Wastewater master plans. This information used to calculate the costs to provide a new customer with water or wastewater service. This cost becomes the Recovery Fee (also referred to as the maximum impact fee) allowed under Chapter 395. The Council may choose to collect Water and Wastewater fees at any amount up to the recovery fee. The land use assumptions and the impact fee eligible projects associated with the 10 year water and wastewater capital plans are incorporated into the 2018 Water and Wastewater impact fee update, which is included as Exhibit A in the attached Ordinance. On October 24, 2018 the Capital Improvements Advisory Committee (CIAC) provided a recommendation to staff to collect the maximum impact fees. Staff presented the 2018 Impact Fee Study update to the City Council on November 13, 2018 as a work session item, and included the recommendation of the CIAC. On November 13, 2018, the Council also approved an ordinance calling for a public hearing to consider revising impact fees to occur on December 18, 2018. On November 28, 2013 the Capital Improvements Advisory Committee (CIAC) provided written comments recommending adoption of the maximum impact fees for Water and Wastewater as defined in the 2018 Impact Fee update. These written comments and 29, 2018 in accordance with Texas Local Government Code 395. The impact fee study results and the recommendations were presented to the City Council during the public hearing on December 18, 2018. Staff prepared the final ordinance in accordance with the direction of City Council during the December 18, 2018 public hearing. The Recovery Fee, CIAC, and City Council direction are summarized below Water Impact Fees Zone 1A Zone 1B Zone 2 Recovery Fee $3,569 $5,352 $7,638 CIAC Recommendation $3,569 $5,352 $7,638 Council Recommendation $3,569 $5,352 $7,638 Wastewater Impact Fees Zone 1 Recovery Fee $4,716 CIAC Recommendation $4,716 Council Recommendation $4,716 PRIOR ACTION/REVIEW (Council, Boards, Commissions) September 25, 2017: PUB recommended approval of the 2018 water and wastewater impact fee update professional services contract with Kimley-Horn and Associates, Inc November 15, 2017: City Council approved the 2018 water and wastewater impact fee update professional services contract with Kimley-Horn and Associates, Inc April 11, 2018: Staff presented the Land Use Assumptions to the CIAC May 9, 2018: The CIAC recommended approval of the Land Use Assumptions October 8, 2018: The impact fee study was presented to the PUB and the PUB recommended moving forward with presentations to the Capital Improvements Advisory Board and the City Council. October 24, 2018: Staff presented the impact fee study to the CIAC and received recommendation to collect full recovery fees. November 13, 2018. Staff and Kimley-Horn presented the impact fee study to the City Council and the City Council approved an ordinance to hold a public hearing on December 18, 2018. November 28, 2018. The CIAC held its final meeting and provided written comments to file with Council in accordance with TLGC 395.050. December 18, 2018. A public hearing was held regarding the 2018 Water and Wastewater Impact Fee study update. January 14, 2019. Impact fee ordinance was presented to the Public Utilities Board for a recommendation. FISCAL INFORMATION The Kimley-Horn and Associates, Inc. contract was approved for $91,400 and funded from the revenue funds allocated for the study in the water and wastewater budgets. 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 City facilities EXHIBITS 1. Agenda Information Sheet 2. Ordinance Respectfully submitted: Kenneth Banks. General Manager of Utilities EXHIBIT A 2018 Water and Wastewater Impact Fee Updates TABLE OF CONTENTS Chapter 1: Land Use Assumptions for the 2018 Water and Wastewater Impact Fee Updates 1.1 LAND USE ASSUMPTIONS...1.1 A. Purpose and Overview1.1 B. Land Use Assumptions Methodology1.2 C. Water and Wastewater Impact Fee Service Areas1.2 D. Population1.6 E. 1.6 LIST OF EXHIBITS Figure 1.1 Water Service Areas1.4 Figure 1.2 Wastewater S1.5 LIST OF TABLES Table 1.1 Population Projections by Water Service Area1.6 Table 1.2 Population Projections by Wastewater Service Area1.6 2018 Water and Wastewater Impact Fee Study i September 2018 City of Denton, Texas TABLE OF CONTENTS (CONTINUED) Chapter 2: 2018 Water Impact Fee Update 2.1. 2.1 2.2...2.3 A. B. C.Impact Fee Capital Improvements Pl D. 2.32.6 A.Water Transmission Lines (12- B. C.Ground Storage Tanks D. 2.48 2.52.11 2.19 2018 Water and Wastewater Impact Fee Study ii September 2018 City of Denton, Texas TABLE OF CONTENTS (CONTINUED) Chapter 2: 2018 Water Impact Fee Update LIST OF EXHIBITS Figure 2.1 Water Impact Fee Capital Improvements Plan2.10 LIST OF TABLES Table 2.1 10-year Additional Single-.2.1 Table 2.2 Maximum Assessable Water Impact Fee by Zone and Meter Size.2.2 Table 2.3 Water Impact Fee Capital Improvements Project Cost and 10-Year 2.9 Table 2.4 2.11 Table 2.5 Capita per Service Unit2.12 Table 2.6 2.13 Table 2.7 10-year Additional Single-.2.14 Table 2.8 10-2.14 Table 2.9 Zone 1A 10-2.15 Table 2.10 Zone 1B 10-2.16 Table 2.11 Zone 2 10-2.17 Table 2.12 Maximum A2.18 2018 Water and Wastewater Impact Fee Study iii September 2018 City of Denton, Texas TABLE OF CONTENTS (CONTINUED) Chapter 3: 2018 Wastewater Impact Fee Update 3.1. 3.1 3.2. 3.1 3.3...3.3 E.3.4 F.3.4 G.3.4 H..3.5 3.4Design C3.6 E.3.6 F.3.6 G.3.6 H.3.6 3.5Impac3.7 3.6.10 3.16 2018 Water and Wastewater Impact Fee Study iv September 2018 City of Denton, Texas TABLE OF CONTENTS (CONTINUED) Chapter 3: 2018 Wastewater Impact Fee Update LIST OF EXHIBITS Figure 3.1 Wastewater Impact Fee Capital Improvements Plan3.9 LIST OF TABLES Table 3.1 10-year Additional Single-.3.1 Table 3.2 Maximum Assessable Water Impact Fee by Zone and Meter Size.3.2 Table 3.3 Water Impact Fee Capital Improvements Project Cost and 10-Year 3.8 Table 3.4 3.10 Table 3.5 3.11 Table 3.6 Single-3.12 Table 3.7 10-3.13 Table 3.8 10-3.14 Table 3.9 Maximum Assessable Water Impa.3.15 2018 Water and Wastewater Impact Fee Study v September 2018 City of Denton, Texas Chapter 1: Land Use Assumptions for the 2018 Water and Wastewater Impact Fee Update Prepared for: City of Denton, Texas Prepared by: Kimley-Horn and Associates, Inc. 801 Cherry Street, Unit 11, Suite 1300 Fort Worth, TX 76102 817.335.6511 Firm Registration No. F-928 September 2018 Kimley-Horn and Associates, Inc., 2018 061024024 1.1LAND USE ASSUMPTIONS A.Purpose and Overview In order to assess an impact fee, Land Use Assumptions must be developed to provide the basis for residential and employment growth projections within a political subdivision. As defined by Chapter 395 of the Texas Local Government Code, these assumptions include a description of changes in land uses, densities, and development in the service area. The land use assumptions are then used in determining the need and timing of water and wastewater improvements to serve future development. Information from the following sources was compiled to complete the land use assumptions: Denton Plan 2030 (City of Denton Comprehensive Plan) Denton Water Master Plan Denton Wastewater Master Plan North Central Texas Council of Governments (NCTCOG) City of Denton staff Development of the Land Use Assumptions include the following components: Land Use Assumptions Methodology An overview of the general methodology used to generate the land use assumptions. Impact Fee Service Areas Explanation of the division of Denton into service areas for Water and Wastewater facilities. Population Data on population growth within the service area over the next ten years (2018 2028). Land Use Assumptions Summary A synopsis of the land use assumptions. 2018 Water and Wastewater Impact Fee Study 1.1 September 2018 City of Denton, Texas B.Land Use Assumptions Methodology The population growth projections formulated in this report were performed using reasonable and generally accepted planning principles. The following factors were considered in developing these projections: Character, type, density, and quantity of existing development; Current zoning plans; Future Land Use Plan (based on Denton Plan 2030); Growth trends; Location of vacant land; Physical restrictions (i.e. flood plains, railroads); and Physical development capacity of Denton. Existing and future population estimates were obtained using projections provided in the on- going Water Master Plan study. These projections are organized into Traffic Analysis Zones (TAZs). The TAZ population projections were applied to the Water and Wastewater Impact Fee service areas to obtain the 10-year growth by service area. In addition, the Water and Wastewater population projects were compared against the household and employment projections developed for the 2015 Roadway Impact Fee study, as well as estimates provided by City staff. C.Water and Wastewater Impact Fee Service Areas The geographic boundary of the proposed impact fee service areas for water facilities is shown in Figure 1.1. These three service areas cover the Certificate of Convenience and Necessity (CCN) area in the City of Denton and its Extra-Territorial Jurisdiction (ETJ) that are currently being served or are planned to be served in the future by City water facilities. Service area 1A represents the inner core of the City, while zone 1B represents the outer edge, and service area 2 represents a large portion of the southwest area of the City. 2018 Water and Wastewater Impact Fee Study 1.2 September 2018 City of Denton, Texas The geographic boundary of the proposed impact fee service area for wastewater facilities is shown in Figure 1.2. The wastewater service area covers the CCN area in the City of Denton and its ETJ that are currently being served or are planned to be served in the future by City wastewater facilities. 2018 Water and Wastewater Impact Fee Study 1.3 September 2018 City of Denton, Texas D.Population Population estimates for the base year (2018) and ten-year window (2028) were performed based upon the Waster master plan, the Water and Wastewater service area boundaries, the 2015 Roadway Impact Fee Study, and input from City staff. E.Land Use Assumptions Summary Table 1.1 summarizes the Existing and 10-year growth projections for the Water service areas. Table 1.2 summarizes the Existing and 10-year growth projections for the Wastewater service area. The projected growth over the next ten years is reasonable compared to 2015 Roadway Impact Fee Study and estimates provided by City staff. Table 1.1. Population Projections by Water Service Area Water Service Area Year Total 1A 1B 2 ЋЉЊБ ЏЌͲАЌЏ ЏЊͲЊВЉ ЎͲЋЊЌ ЊЌЉͲЊЌВ ЋЉЋБ ААͲЍЍЉ АЍͲЏЏБ ЏͲЎЌБ ЊЎБͲЏЍЏ DƩƚǞƷŷ ЊЌͲАЉЍ ЊЌͲЍАБ ЊͲЌЋЎ ЋБͲЎЉА Table 1.2. Population Projections by Wastewater Service Area Wastewater Year Service Area ЋЉЊБ ЊЌЉͲЊАЉ ЋЉЋБ ЊЏЉͲЉАЏ DƩƚǞƷŷ ЋВͲВЉЏ 2018 Water and Wastewater Impact Fee Study 1.6 September 2018 City of Denton, Texas Chapter 2: 2018 Water Impact Fee Update Prepared for: City of Denton, Texas Prepared by: Kimley-Horn and Associates, Inc. 801 Cherry Street, Unit 11, Suite 1300 Fort Worth, TX 76102 817.335.6511 Firm Registration No. F-928 September 2018 Kimley-Horn and Associates, Inc., 2018 061024024 2.1EXECUTIVE SUMMARY This study was performed for the 5-year update of Water system analysis and the Water System Master Plan are important tools for facilitating orderly growth of the water system and for providing adequate facilities that promote economic development in the City of Denton. Elements of the water system, including storage facilities, pumping facilities, and the distribution network itself, were evaluated against industry standards as outlined in the Design Criteria section of this report. Water system improvements necessary to serve 10-year (2028) and ultimate system needs were evaluated as well. Typically, infrastructure improvements are sized beyond the 10-year impact fee law (Chapter 395) only allows recovery of costs to serve the 10-year planning period. The remainder can be assessed as the planning window extends beyond 2028 and as the impact fees are updated in the future. Information related to the growth of the City has been provided in Chapter 1 Land Use Assumptions. -year growth projections and the resulting water demand projections, water service will be required for an additional 15,773 single family equivalents. The calculation is as follows: A single family equivalent (SFE), which is a unit of development that consumes approximately 317 gallons per day (GPD), is a typical residential connection that uses a 5/8x3/4-inch meter. Table 2.1. 10-year Additional Single-Family Equivalent Calculation Average Day SFE Flow Demand Projected SFEs 1 Year (MGD) (GPD) 2018 22.0 317 69,401 2028 27.0 317 85,174 10-year Additional SFEs 15,773 (1) Data Sources: - City of Denton Water Master Plan, prepared by Freese and Nichols, Inc. 2018 Water and Wastewater Impact Fee Study 2.1 September 2018 City of Denton, Texas The City of Denton defines a single-family equivalent, as a unit of development that consumes the amount of water requiring a standard 5/8x3/4-inch meter. Based on the additional SFEs and the recoverable capital improvements plan the City may assess a maximum of $3,569 per single-family equivalent in Zone 1A, $5,352 per single-family equivalent in Zone 1B, and $7,638 per single-family equivalent in Zone 2. For a development that requires a different size meter, a single-family equivalent is established at a multiplier based on meter capacity with respect to the 5/8-inch meter. The maximum impact fee that could be assessed for other meter sizes is based on the Equivalency Table (Table 2.2). Table 2.2. Maximum Assessable Water Impact Fee by Zone and Meter Size Zone 1A Zone 1B Zone 2 Single Meter Maximum Maximum Maximum Family Size Assessible Assessible Assessible 1 Equivalent Impact Fee Impact Fee Impact Fee $3,569 $5,352 $7,638 1 $8,923 $13,380 $19,095 2.5 $17,845 $26,760 $38,190 1- 5 $28,552 $42,816 $61,104 8 $80,303 $120,420 $171,855 22.5 $178,450 $267,600 $381,900 50 $356,900 $535,200 $763,800 100 $713,800 $1,070,400 $1,527,600 200 $1,159,925 $1,739,400 $2,482,350 325 (1) Data Sources: - City of Denton Code of Ordinances, Chapter 26, Article VI, Exhibit F 2018 Water and Wastewater Impact Fee Study 2.2 September 2018 City of Denton, Texas 2.2INTRODUCTION The City of Denton retained the services of Kimley-Horn and Associates, Inc., for the purpose of the 5-year update of the impact fees for water system improvements required to serve new development. These fees were originally developed in 1998, and updated in the years 2003, 2008 and 2013 in accordance with Chapter 395 of the Local Government Code (impact fees). The purpose of this report is to satisfy the requirements of the law and provide the City with an updated impact fee capital improvements plan and associated impact fees. For convenience and reference, the following is excerpted from Chapter 395 of the code: (a)The political subdivision shall use qualified professionals to prepare the capital improvements plan and to calculate the impact fee. The capital improvements plan must contain specific enumeration of the following items: (1)a description of the existing capital improvements within the service area and the costs to upgrade, update, improve, expand, or replace the improvements to meet existing needs and usage and stricter safety, efficiency, environmental, or regulatory standards, which shall be prepared by a qualified professional engineer licensed to perform such professional engineering services in this state; (2)an analysis of the total capacity, the level of current usage, and commitments for usage of capacity of the existing capital improvements, which shall be prepared by a qualified professional engineer licensed to perform such professional engineering services in this state; (3)a description of all or the parts of the capital improvements or facility expansions and their costs necessitated by and attributable to new development in the service area based on the approved land use assumptions, which shall be prepared by a qualified professional engineer licensed to perform such professional engineering services in this state; (4)a definitive table establishing the specific level or quantity of use, consumption, generation, or discharge of a service unit for each category of capital improvements or facility expansions and an equivalency or conversion table establishing the ratio of a service unit to various types of land uses, including but not limited to residential, commercial, and industrial; 2018 Water and Wastewater Impact Fee Study 2.3 September 2018 City of Denton, Texas (5)the total number of projected service units necessitated by and attributable to new development within the service area based on the approved land use assumptions and calculated in accordance with generally accepted engineering or planning criteria; (6)the projected demand for capital improvements or facility expansions required by new service units projected over a reasonable period of time, not to exceed 10 years; and (7)a plan for awarding: (A)a credit for the portion of ad valorem tax and utility service revenues generated by new service unit during the program period that is used for the payment of improvements, including the payment of debt, that are included in the capital improvements plan; or (B)in the alternative, a credit equal to 50 percent of the total project cost of implementing the capital improvements plan. The study process was comprised of four tasks: A. Land Use Assumptions The development of land use assumptions included the following: Establishing impact fee service areas (SA) for water and wastewater; Collection/determination of population and employment data by SA; and Projection of the ten-year population and employment by SA. A detailed discussion is outlined in the Land Use Assumptions Chapter of this report. B. Evaluation of the Water System Master Plan This task involved coordination with City Staff to determine compatibility between the growth by Freese and Nichols, Inc., and Land Use Assumptions. The water demand projections were then used to determine the additional single-family equivalents (SFEs). C. Impact Fee Capital Improvements Plan This task involved coordination with City staff to identify proposed water capital improvements outlined in the master plan that will be built in the 10-year planning window and meet the design criteria included in Section 2.3 below. 2018 Water and Wastewater Impact Fee Study 2.4 September 2018 City of Denton, Texas D. Impact Fee Analysis This task included calculating the additional single-family equivalent units, and credit reduction. These values were then used to determine the impact fee per SFE and the maximum assessable impact fee by meter size. 2018 Water and Wastewater Impact Fee Study 2.5 September 2018 City of Denton, Texas 2.3DESIGN CRITERIA A. Water Transmission Lines (12-inch and Larger) Water transmission lines shall be sized to maintain a minimum of 50 pounds per square inch (psi) throughout the system during peak hour demands conditions. In addition to this, the transmission lines shall be designed for a maximum pipeline velocity of 7.0 feet per second with a maximum friction loss of 5 feet per 1,000 feet of pipeline length for 16-inch and 12- inch waterlines. For waterlines 20-inch and larger, a maximum friction loss of 3 feet per 1,000 feet of pipeline length shall be used. B. Elevated Storage Tanks The design criteria used to size elevated storage tank capacity is the capacity to provide adequate storage for peak hour demands plus emergency storage for fire protection. The required capacity for the peak hour demands is calculated as the storage volume to allow a minimum of a three (3) hour drain time using 2/3rds of the tank volume during a summer peak hour operating condition. The required capacity for emergency fire protection storage is calculated as the volume of water needed to meet a 3,000 gallon per minute (gpm) fire rd for a three (3) hour time period, which typically is met through the remaining 1/3 tank volume. In addition to these criteria, the City must also meet the TCEQ elevated storage capacity requirements of 100 gallons per connection. The above recommended design criteria (to provide storage for peak hour demands plus fire protection) is this most restrictive criteria and therefore recommended for use in sizing future elevated storage facilities. C. Ground Storage Tanks The design criteria recommended to size ground storage tank capacity within each pressure plane is to provide adequate storage volume to meet 12 hours of maximum day summer demand utilizing 2/3rds of the available ground storage tank capacity. In addition to these criteria, the City must also meet TCEQ ground storage capacity requirements of 200 gallons per connection (this is for ground storage plus elevated storage). The above recommended criterion (for 12 hours of storage capacity) is the most restrictive criteria and will be used here to size recommended storage capacity. 2018 Water and Wastewater Impact Fee Study2.6September 2018 City of Denton, Texas D. Pump Stations The design criteria recommended for pump station capacity is providing a firm pumping capacity to meet 125% of the summer maximum day demands. The firm pumping capacity is defined as the available total pumping capacity with the largest pump out of service. 2018 Water and Wastewater Impact Fee Study 2.7 September 2018 City of Denton, Texas 2.4IMPACT FEE CAPITAL IMPROVEMENTS PLAN The City Council commissioned Freese and Nichols, Inc. to update the Water System Master Plan. The purpose of the plan is to provide the City with a logical strategy for upgrading and expanding its water distribution system to accommodate future growth and for addressing existing system deficiencies. Freese and Nichols, Inc. completed the Water System Master Plan and recommended system improvements to accommodate growth through the year 2043. Seventeen (17) previously constructed projects as well as fifteen (15) proposed projects identified in the Water System Master Plan are determined eligible for recoverable cost through impact fee over the next 10 years. The total projected cost of these projects is $393,730,167, and has been broken up into Zone 1A, Zone 1B and Zone 2 below. These impact fee capital improvements are shown in Table 2.3. ZONE 1A The projected total recoverable cost in the next 10 years through impact fees in Zone 1A is $25,711,201. After financing costs are added and the credit reduction calculation is complete, $27,521,502 is recoverable through impact fees serving the 10-year system needs. ZONE 1B The projected total recoverable cost in the next 10 years through impact fees in Zone 1B is $36,084,557. After financing costs are added and the credit reduction calculation is complete, $39,703,198 is recoverable through impact fees serving the 10-year system needs. ZONE 2 The projected total recoverable cost in the next 10 years through impact fees in Zone 2 is $4,254,101. After financing costs are added and the credit reduction calculation is complete, $4,903,866 is recoverable through impact fees serving the 10-year system needs. 2018 Water and Wastewater Impact Fee Study 2.8 September 2018 City of Denton, Texas 2.5WATER IMPACT FEE CALCULATION water system provides retail water distribution and treatment to customers within the CCN area, as well as some wholesale treated and raw water to the Upper Trinity Regional Water District. ice Unit means a standardized measure of consumption attributable to an individual unit of development calculated in accordance with generally accepted engineering or planning standards and based on historical data and trends applicable to the political subdivision in which the individual unit of development is (SFE), which is based on the size of the water meter. An SFE is the water or wastewater demand or typically used by a single- of the base meter determines the SFE multiplier applied to each larger meter size. The current SFE equivalency factors are shown in Table 2.4. Table 2.4. Meter Capacity Ratios 1 Meter Size SFEs/ Meter 1 2.5 1- 5 8 22.5 50 100 200 325 (1) Data Sources: - City of Denton Code of Ordinances, Chapter 26, Article VI, Exhibit F 2018 Water and Wastewater Impact Fee Study 2.11 September 2018 City of Denton, Texas Multiplying the number of existing connections for each meter size by the SFEs per meter yields the total SFEs for that meter size. Summing for all meter sizes yields the Table 2.5. The current population in the water service area is divided by the total number of SFEs yielding a Persons per SFE number. Table 2.5. Capita per Single-Family Equivalent (SFE) Existing Single Family Meter Size SFEs/ Meter 1 Connections Equivalents 32,001 1 32,001 1,441 2.5 3,603 1- 847 5 4,235 1,314 8 10,512 151 22.5 3,398 63 50 3,150 17 100 1,700 17 200 3,400 1 2 325 650 Total Existing Connections: 35,853 Total SFEs: 62,649 Total Served Population: 130,139 Persons per SFE: 2.08 (1) Data Sources: - City of Denton 2018 Water and Wastewater Impact Fee Study 2.12 September 2018 City of Denton, Texas The City of Denton defines a single-family equivalent (SFE) based on historical water demand over the past 10 years as compared to the estimated residential units. The residential unit is the development type that predominately uses a 5/8x3/4-inch meter. The measure of consumption per SFE is based on a 5/8x3/4-inch meter and the data shown in Table 2.6. Table 2.6. SFE Consumption Calculation Residential Water Demand per SFE 1 Year Population Units Average Day (GPD) 1 (2.08 capita/SFE) Demand (MGD) 108,775 52,296 17.9 342 2008 110,828 53,283 16.5 310 2009 112,324 54,002 17.5 324 2010 113,627 54,628 19.8 362 2011 114,907 55,244 19.0 344 2012 117,061 56,279 18.2 323 2013 120001 57,693 16.8 291 2014 122,428 58,860 17.9 304 2015 125,256 60,219 17.0 282 2016 128,813 61,929 2017 17.5 283 Average Historical Flow per SFE 317 (1) Data Sources: - City of Denton Water Master Plan, prepared by Freese and Nichols, Inc. 2018 Water and Wastewater Impact Fee Study 2.13 September 2018 City of Denton, Texas -year growth projections and the resulting water flow projections, water service will be required for an additional 15,773 single family equivalents. The calculation is as follows: A single family equivalent (SFE), which is a unit of development that consumes approximately 317 gallons per day (GPD), is a typical residential connection that uses a 5/8x3/4-inch meter. Table 2.7. 10-year Additional Single-Family Equivalent Calculation Average Day SFE Year Flow Demand Projected SFEs 1 (MGD) (GPD) 22.0 317 69,401 2018 2028 27.0 317 85,174 10-year Additional SFEs 15,773 (1) Data Sources: - City of Denton Water Master Plan, prepared by Freese and Nichols, Inc. (Zone 1A, Zone 1B and Zone 2 as indicated in the Land Use Assumptions chapter). The calculated 10-year additional SFEs have been distributed across the three zones based on current and projected population distribution as shown in Table 2.7. Table 2.8. 10-year Additional SFE Water Zone Distribution Year Zone 1A Zone 1B Zone 2 Total 63,736 61,190 5,213 130,139 Population 2018 48.98% 47.02% 4.01% 100.00% Distribution 77,440 74,668 6,538 158,646 Population 2028 48.81% 47.07% 4.12% 100.00% Distribution 48.89% 47.04% 4.06% 100.00% Average Distribution 10-year Additional 7,712 7,419 642 15,773 SFEs 2018 Water and Wastewater Impact Fee Study 2.14 September 2018 City of Denton, Texas Impact fee law allows for a credit calculation to credit back the utility revenues or ad valorem taxes that are allocated for paying a portion of future capital improvements. The intent of this credit is to prevent the City from double charging development for future capital improvements via impact fees and utility rates. If the City chooses not the do a financial analysis to determine the credit value they are required by law to reduce the recoverable cost by 50 percent. The City chose to perform a financial analysis. Newgen Strategies and Solutions, LLC. has detailed the credit calculation in the Water Appendix. A breakdown of the 10-year recoverable costs and the associated impact fee per SFE for Zone 1A, Zone 1B, and Zone 2 is as follows: 1 Table 2.9. Zone 1A 10-year Recoverable Cost Breakdown Recoverable Impact Fee CIP Costs $25,711,201 Financing Costs $ 8,980,911 Existing Fund Balance $ (2,593,606) Interest Earnings $ (3,644,999) Pre Credit Recoverable Cost for Impact Fee $ 28,453,507 Credit for Utility Revenues $ (932,006) Maximum Zone 1A Recoverable Cost for Impact Fee $ 27,521,502 (1) Per Newgen Strategies and Solutions, LLC financial analysis, see Water Appendix Summary of Water Impact Fee Determination Zone 1A Impact fee SFE = Zone 1A 10-year recoverable costs Zone 1A 10-year additional SFEs Zone 1A 10-year recoverable costs = $27,521,502 Zone 1A Impact fee per SFE = $27,521,502 7,712 Zone 1A Impact fee per SFE = $3,569 Therefore, the maximum assessable impact fee for Zone 1A per SFE is $3,569. 2018 Water and Wastewater Impact Fee Study 2.15 September 2018 City of Denton, Texas 1 Table 2.10. Zone 1B 10-year Recoverable Cost Breakdown Recoverable Impact Fee CIP Costs $36,084,557 Financing Costs $ 14,607,078 Existing Fund Balance $ (3,657,649) Interest Earnings $ (6,112,187) Pre Credit Recoverable Cost for Impact Fee $ 40,921,799 Credit for Utility Revenues $ (1,218,601) Maximum Zone 1B Recoverable Cost for Impact Fee $ 39,703,198 (1) Per Newgen Strategies and Solutions, LLC financial analysis, see Water Appendix Summary of Water Impact Fee Determination Zone 1B Impact fee per SFE = Zone 1B 10-year recoverable costs Zone 1B 10-year additional SFEs Zone 1B 10-year recoverable costs = $39,703,198 Zone 1B Impact fee per SFE = $39,703,198 7,419 Zone 1B Impact fee per SFE = $5,352 Therefore, the maximum assessable impact fee for Zone 1B per SFE is $5,352. 2018 Water and Wastewater Impact Fee Study 2.16 September 2018 City of Denton, Texas 1 Table 2.11. Zone 2 10-year Recoverable Cost Breakdown Recoverable Impact Fee CIP Costs $4,254,101 Financing Costs $ 1,841,055 Existing Fund Balance $ (399,016) Interest Earnings $ (779,037) Pre Credit Recoverable Cost for Impact Fee $ 4,917,103 Credit for Utility Revenues $ (13,237) Maximum Zone 2 Recoverable Cost for Impact Fee $ 4,903,866 (1) Per Newgen Strategies and Solutions, LLC financial analysis, see Water Appendix Summary of Water Impact Fee Determination Zone 2 Impact fee per SFE = Zone 2 10-year recoverable costs Zone 2 10-year additional SFEs Zone 2 10-year recoverable costs = $4,903,866 Zone 2 Impact fee per SFE = $4,903,866 642 Zone 2 Impact fee per SFE = $7,638 Therefore, the maximum assessable impact fee for Zone 2 per SFE is $7,638. 2018 Water and Wastewater Impact Fee Study 2.17 September 2018 City of Denton, Texas For a development that requires a different size meter, a service unit equivalent is established at a multiplier based on its capacity with respect to the 5/8-inch meter. The maximum impact fee that could be assessed for other meter sizes is based on the Equivalency Table (Table 2.12). Table 2.12. Maximum Assessable Water Impact Fee by Zone and Meter Size Zone 1A Zone 1B Zone 2 Single Meter Maximum Maximum Maximum Family Size Assessible Assessible Assessible 1 Equivalent Impact Fee Impact Fee Impact Fee $3,569 $5,352 $7,638 1 $8,923 $13,380 $19,095 2.5 $17,845 $26,760 $38,190 1- 5 $28,552 $42,816 $61,104 8 $80,303 $120,420 $171,855 22.5 $178,450 $267,600 $381,900 50 $356,900 $535,200 $763,800 100 $713,800 $1,070,400 $1,527,600 200 $1,159,925 $1,739,400 $2,482,350 325 (1) Data Sources: - City of Denton Code of Ordinances, Chapter 26, Article VI, Exhibit F 2018 Water and Wastewater Impact Fee Study 2.18 September 2018 City of Denton, Texas WATER APPENDICES 2018 Water and Wastewater Impact Fee Study 2.19 September 2018 City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Assumptions Water Service Area Zone 1A Existing Fund Balance 0$ 2,593,606 Existing Number of Service Units 1 69,401 Total Number of Services Units for Planning Period 2 77,113 Additional Service Units Added During Planning Period 3 7,712 (Line 2 - Line 1) Total Cost of the Water Impact Fee CIP 4$ 161,591,439 Recoverable Cost for Impact Fee Planning Period 5$ 25,711,201 Percent Recoverable for Water Impact Fee Planning Period 615.91% (Line 5 / Line 4) Financing Costs (From Financial Analysis) 7$ 8,980,911 Interest Earnings (From Financial Analysis) 8$ (3,644,999) Recoverable Cost of Water Impact Fee and Financing Costs Less Balance 9$ 28,453,507 (Line 5 + Line 7 + Line 8 - Line 0) Pre-Credit Maximum Fee (Line 9 / Line 3) 10$ 3,690 Credit for Utility Revenues 11$ (932,006) (From Financial Analysis) Recoverable Cost of Water Impact Fee and Financing 12$ 27,521,502 (Line 9 + Line 11 ) Maximum Assessable Fee 13$ 3,569 ( Line 12 / Line 3) SUMMARY OF WATER IMPACT FEE DETERMINATION Water Service Area Zone 1A Recoverable Impact Fee CIP Costs$25,711,201Table 2.3 Financing Cost8,980,911See Detail Below Existing Fund Balance(2,593,606)Water Appendices - page 1 Interest Earnings(3,644,999)Water Appendices - page 3 Pre Credit Recoverable Cost for Impact Fee$28,453,507Sum of Above Credit for Utility Revenues(932,006)Water Appendices - page 6 Maximum Recoverable Cost for Impact Fee$27,521,502 Recoverable Impact Fee CIP Costs: Represents the portion of capital improvement costs that are eligible for funding through impact fees. Reference is Table 2.3 Water Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost Financing Costs: Represents the interest costs associated with debt financing the new impact fee project costs. Interest costs are derived from existing debt issues and forecasted debt issues. New Annual Debt Service$5,890,699Water Appendices - page 2 Existing Annual Debt Service28,783,133Water Appendices - page 2 Principal Component (New and Existing Debt)(25,692,921)Water Appendices - page 1 Financing Costs$8,980,911 Existing Fund Balance: Represents impact fee revenue collected but not yet expended. Some projects that are included in the 2018 Impact Fee Update were also included in prior Impact Fee Updates. To avoid charging twice for the same project, the impact fee revenues collected but yet to be expended (i.e. fund balance) are credited against the recoverable costs. Reference is page 1 of Water Appendices. Interest Earnings Represents the interest earned on cash flows and assumes a 1.89% annual interest rate. The Impact Fee Statute states that interest earnings are funds of the impact fee account and are held to the same restrictions as impact fee revenues. Therefore in order to recognize that interest earnings are used to fund capital improvements, interest earnings are credited against the recoverable costs. Reference is the sum of Accumulated Interest on page 3 of Water Appendices. Pre Credit Recoverable Cost for Impact Fee Represents Recoverable Impact Fee CIP Costs plus Financing Costs less Existing Fund Balance and Interest Earnings. Credit for Utility Revenues In 2001, the Impact Fee Statute was amended to include a credit for ad valorem and utility revenues generated by new service units during the ten-year timeframe that are used to fund impact fee eligible projects for which the new service units were charged an impact fee. The intent of this amendment is to avoid double-charging the new service units for impact fee capital improvements. The credit recognizes utility revenues used to fund the debt service of debt financed impact fee eligible projects. Reference is page 6 of Water Appendices. Maximum Recoverable Cost for Impact Fee: Represents Pre Credit Recoverable Cost for Impact Fee less Credit for Utility Revenues. This is the maximum cost that can be recovered through impact fees. 2018 Water Impact Fee Update Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Assumptions Water Service Area Zone 1A I. General Assumptions (1) Annual Interest Rate on Deposits 1.89% (2) Annual Service Unit Growth 771 (3) Existing Fund Balance $2,593,606 (4) Portion of Projects Funded by Existing Debt $22,050,438 (5) Non-debt Funded Project Cost 18,280 (6) New Project Cost Funded Through New Debt 3,642,483 (7) Total Recoverable Project Cost $25,711,201 II. New Debt Issues Assumptions (8)(9) PrincipalInterest YearTerm 1$364,2484.65%20 2364,2485.00%20 3364,2485.00%20 4364,2485.00%20 5364,2485.00%20 6364,2485.25%20 7364,2485.25%20 8364,2485.25%20 9364,2485.25%20 10364,2485.25%20 Total$3,642,483 III. Capital Expenditure Assumptions Annual Capital (10) Expenditures Year 1$183,952 2366,076 3366,076 4366,076 5366,076 6366,076 7366,076 8366,076 9366,076 10548,200 Total$3,660,763 (1) Investment Portfolio Yield as of 08/05/2018 (2) Derived from Table 2.8 10-year Additional SFE Water Zone Distribution (3) Balance from 09/30/2017 provided by City Staff distributed proportionally to recoverable cost (4) Per discussions with City Staff and City files (5) From allocation per City Staff; assumes 0% of new project costs funded through sources other than debt (6) This assumes 100% of new project costs funded through new debt issues (7) Table 2.3 Water Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost (8) Assumes new debt issued in equal annual amounts (9) Estimated interest on future debt from City's Financial Advisor April 26, 2018 (10) Assumes new debt proceeds expended over a 2-year timeframe. Non-debt funded capital expenditures allocated in equal annual amounts 2018 Water Impact Fee Study Page 3 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Debt Service and Expense Summary Water Service Area Zone 1A I. New Debt Service Detail Total Annual SeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesNew Debt Year12345678910Service 1$28,367$-$-$-$-$-$-$-$-$-$28,367 228,36729,228--------57,595 328,36729,22829,228-------86,824 428,36729,22829,22829,228------116,052 528,36729,22829,22829,22829,228-----145,280 628,36729,22829,22829,22829,22829,851----175,131 728,36729,22829,22829,22829,22829,85129,851---204,982 828,36729,22829,22829,22829,22829,85129,85129,851--234,833 928,36729,22829,22829,22829,22829,85129,85129,85129,851-264,684 1028,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 1128,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 1228,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 1328,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 1428,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 1528,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 1628,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 1728,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 1828,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 1928,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 2028,36729,22829,22829,22829,22829,85129,85129,85129,85129,851294,535 21-29,22829,22829,22829,22829,85129,85129,85129,85129,851266,168 22--29,22829,22829,22829,85129,85129,85129,85129,851236,940 23---29,22829,22829,85129,85129,85129,85129,851207,711 24----29,22829,85129,85129,85129,85129,851178,483 25-----29,85129,85129,85129,85129,851149,255 26------29,85129,85129,85129,851119,404 27-------29,85129,85129,85189,553 28--------29,85129,85159,702 29---------29,85129,851 $567,343$584,565$584,565$584,565$584,565$597,020$597,020$597,020$597,020$597,020$5,890,699 II. Summary of Annual Expenses NewExisting AnnualAnnualAnnualAnnual DebtCapitalBondDebtAnnualTotal (1)(2)(2)(3)(4) ServiceExpendituresProceedsServiceCredit YearExpense 1$28,367$183,952$(364,248)$1,439,157$(16,128)$1,271,099 257,595366,076(364,248)1,439,157(32,541)1,466,039 386,824366,076(364,248)1,439,157(49,230)1,478,578 4116,052366,076(364,248)1,439,157(66,185)1,490,851 5145,280366,076(364,248)1,439,157(83,399)1,502,865 6175,131366,076(364,248)1,439,157(100,903)1,515,213 7204,982366,076(364,248)1,439,157(118,660)1,527,306 8234,833366,076(364,248)1,439,157(136,665)1,539,153 9264,684366,076(364,248)1,439,157(154,909)1,550,760 10294,535548,200(364,248)1,439,157(173,385)1,744,259 11294,535--1,439,157-1,733,692 12294,535--1,439,157-1,733,692 13294,535--1,439,157-1,733,692 14294,535--1,439,157-1,733,692 15294,535--1,439,157-1,733,692 16294,535--1,439,157-1,733,692 17294,535--1,439,157-1,733,692 18294,535--1,439,157-1,733,692 19294,535--1,439,157-1,733,692 20294,535--1,439,157-1,733,692 21266,168----266,168 22236,940----236,940 23207,711----207,711 24178,483----178,483 25149,255----149,255 26119,404----119,404 2789,553----89,553 2859,702----59,702 2929,851----29,851 $5,890,699$3,660,763$(3,642,483)$28,783,133$(932,006)$33,760,106 (1) Water Appendices - page 2 Section I (2) Water Appendices - page 1 (3) Actual timing of payment varies. Calculated P&I above assumes City's estimated average cost of outstanding system debt and constant annual debt service payments. (4) Water Appendices - page 6 2018 Water Impact Fee Study Page 4 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Revenue Test Water Service Area Zone 1A ImpactEstimated ImpactServiceFeeAnnualAccumulatedFund YearFeeUnitsRevenueExpensesSub-TotalInterestBalance Initial$2,593,606 1$3,569771$2,752,150$1,271,099$1,481,051$62,9924,137,648 23,5697712,752,1501,466,0391,286,11190,3225,514,081 33,5697712,752,1501,478,5781,273,572116,2086,903,862 43,5697712,752,1501,490,8511,261,299142,3508,307,510 53,5697712,752,1501,502,8651,249,285168,7559,725,550 63,5697712,752,1501,515,2131,236,937195,43011,157,917 73,5697712,752,1501,527,3061,224,844222,37712,605,138 83,5697712,752,1501,539,1531,212,997249,60714,067,742 93,5697712,752,1501,550,7601,201,390277,13115,546,264 103,5697712,752,1501,744,2591,007,891303,23716,857,392 11---1,733,692(1,733,692)302,10915,425,809 12---1,733,692(1,733,692)275,06213,967,180 13---1,733,692(1,733,692)247,50512,480,993 14---1,733,692(1,733,692)219,42610,966,728 15---1,733,692(1,733,692)190,8179,423,853 16---1,733,692(1,733,692)161,6687,851,829 17---1,733,692(1,733,692)131,9676,250,105 18---1,733,692(1,733,692)101,7064,618,119 19---1,733,692(1,733,692)70,8732,955,300 20---1,733,692(1,733,692)39,4571,261,066 21---266,168(266,168)21,3111,016,209 22---236,940(236,940)16,961796,230 23---207,711(207,711)13,081601,600 24---178,483(178,483)9,680432,797 25---149,255(149,255)6,767290,309 26---119,404(119,404)4,357175,262 27---89,553(89,553)2,46588,174 28---59,702(59,702)1,10229,574 29---29,851(29,851)277- 27,521,50233,760,1063,644,999 2018 Water Impact Fee Study Page 5 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Water Service Area Zone 1A Future Value Escalation Number ofInterestRecovery Years toRateFeeAnnual Service UnitsAnnual Expense YearEnd of PeriodFactorFactorActualEscalatedActualEscalated 129 1.7048 1.0000 771 1,315$ 1,271,099$ 2,167,021 228 1.6732 1.0000 771 1,290 1,466,039 2,453,016 327 1.6422 1.0000 771 1,266 1,478,578 2,428,123 426 1.6118 1.0000 771 1,243 1,490,851 2,402,880 525 1.5819 1.0000 771 1,220 1,502,865 2,377,329 624 1.5525 1.0000 771 1,197 1,515,213 2,352,417 723 1.5237 1.0000 771 1,175 1,527,306 2,327,224 822 1.4955 1.0000 771 1,153 1,539,153 2,301,787 921 1.4678 1.0000 771 1,132 1,550,760 2,276,142 1020 1.4405 1.0000 771 1,111 1,744,259 2,512,680 1119 1.4138 1.0000 - - 1,733,692 2,451,148 1218 1.3876 1.0000 - - 1,733,692 2,405,697 1317 1.3619 1.0000 - - 1,733,692 2,361,089 1416 1.3366 1.0000 - - 1,733,692 2,317,308 1515 1.3118 1.0000 - - 1,733,692 2,274,339 1614 1.2875 1.0000 - - 1,733,692 2,232,167 1713 1.2636 1.0000 - - 1,733,692 2,190,777 1812 1.2402 1.0000 - - 1,733,692 2,150,154 1911 1.2172 1.0000 - - 1,733,692 2,110,284 2010 1.1946 1.0000 - - 1,733,692 2,071,154 219 1.1725 1.0000 - - 266,168 312,081 228 1.1508 1.0000 - - 236,940 272,660 237 1.1294 1.0000 - - 207,711 234,593 246 1.1085 1.0000 - - 178,483 197,844 255 1.0879 1.0000 - - 149,255 162,378 264 1.0677 1.0000 - - 119,404 127,493 273 1.0479 1.0000 - - 89,553 93,847 282 1.0285 1.0000 - - 59,702 61,405 291 1.0094 1.0000 - - 29,851 30,133 12,103$ 47,655,170 Annual Interest Rate:1.89% Present Value of Initial Impact Fee Fund Balance$ 2,593,606 Total Escalated Expense for Entire Period$ 47,655,170 Less Future Value of Initial Impact Fee Fund Balance 4,463,060 Sub-Total$ 43,192,110 Total Escalated Service Units 12,103 Impact Fee for Water Service Area $ 3,569 2018 Water Impact Fee Study Page 6 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Project Funding Water Service Area Zone 1A (2) Cost InImpact FeeDebt FundedNon-DebtImpact Fee (1)(1)(1)(2) Impact Fee Project NameService Area NoteRecoverable CostExistingProposedFundedRecoverable Cost $ 73,586,959 A $ 7,358,696 $ 7,358,696 $ - $ - $ 7,358,696 Lake Ray Roberts 27,093,713 A 10,837,485 10,837,485 - - 10,837,485 Lake Ray Roberts Water Treatment Plant 4,603,344 A 1,150,836 1,150,836 - - 1,150,836 54" Transmission Line 2,093,688 A 628,106 628,106 - - 628,106 Loop 288 Water Main - Sherman to UNT 1,688,809 A 422,202 422,202 - - 422,202 Loop 288 Water Main - Sherman to Hwy 380 2,898,529 A 724,632 724,632 - - 724,632 North-South Water Line Phase I 3,023,732 A 755,933 755,933 - - 755,933 Roselawn Elevated Storage Tank 862,735 A 172,547 172,547 - - 172,547 Roselawn Water Line 1,087,030 C 326,109 - 326,109 - 326,109 North-South Water Line 42,854,400 C 1,714,176 - 1,714,176 - 1,714,176 Ray Roberts WTP Expansion 1,281,776 C 1,153,598 - 1,153,598 - 1,153,598 Locust Water Line Upsize 498,444 C 448,600 - 448,600 - 448,600 Hickory Water Line Upsize 18,280 C 18,280 - - 18,280 18,280 Water Impact Fee Report Preparation $ 161,591,439 $ 25,711,201 $ 22,050,438 $ 3,642,483 $ 18,280 $ 25,711,201 Total (1) Derived from Table 3.2 Water Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost for Zone 1A (2) Per discussions with City staff and City files Project Note A: Project costs from 2013 study Project Note B: Costs of projects completed since 2013 per City Staff Project Note C: Proposed projects in 2018 dollars 2018 Water Impact Fee Study Page 7 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Credit Determination Water Service Area Zone 1A (1) 2018 Service Units 69,401 (2) Ten Year Growth in Service Units 7,712 10years Annual Growth in Service Units771 12345678910Total (3) Debt Service for Debt Funded Projects Eligible for Impact Fees $1,467,524$1,496,752$1,525,980$1,555,208$1,584,437$1,614,288$1,644,139$1,673,990$1,703,841$1,733,692$15,999,849 Net Impact Fee Eligible Debt Service Funded by Other Sources$1,467,524$1,496,752$1,525,980$1,555,208$1,584,437$1,614,288$1,644,139$1,673,990$1,703,841$1,733,692$15,999,849 Current Service Units70,17270,94371,71572,48673,25774,02874,79975,57176,34277,113 Total Net Impact Fee Eligible Debt Service Funded by Other$20.91$21.10$21.28$21.46$21.63$21.81$21.98$22.15$22.32$22.48 Sources per Service Unit Annual Growth in Service Units (Cumulative)7711,5422,3143,0853,8564,6275,3986,1706,9417,712 Annual Water Rate Revenue Generated by Service Unit for Net Impact Fee Eligible Debt Service Funded by Other Sources$16,128$32,541$49,230$66,185$83,399$100,903$118,660$136,665$154,909$173,385$932,006 Credit Amount$932,006 (1) Derived from Table 2.1 10-year Additional Single-Family Equivalent Calculation (2) Derived from Table 2.8 10-year Additional SFE Water Zone Distribution (3) Water Appendices - page 2 Section II 2018 Water Impact Fee Study Page 8 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Assumptions Water Service Area Zone 1B Existing Fund Balance 0$ 3,657,649 Existing Number of Service Units 1 69,401 Total Number of Services Units for Planning Period 2 76,820 Additional Service Units Added During Planning Period 3 7,419 (Line 2 - Line 1) Total Cost of the Water Impact Fee CIP 4$ 209,184,655 Recoverable Cost for Impact Fee Planning Period 5$ 36,084,557 Percent Recoverable for Water Impact Fee Planning Period 617.25% (Line 5 / Line 4) Financing Costs (From Financial Analysis) 7$ 14,607,078 Interest Earnings (From Financial Analysis) 8$ (6,112,187) Recoverable Cost of Water Impact Fee and Financing Costs Less Balance 9$ 40,921,799 (Line 5 + Line 7 + Line 8 - Line 0) Pre-Credit Maximum Fee (Line 9 / Line 3) 10$ 5,516 Credit for Utility Revenues 11$ (1,218,601) (From Financial Analysis) Recoverable Cost of Water Impact Fee and Financing 12$ 39,703,198 (Line 9 + Line 11 ) Maximum Assessable Fee 13$ 5,352 ( Line 12 / Line 3) SUMMARY OF WATER IMPACT FEE DETERMINATION Water Service Area Zone 1B Recoverable Impact Fee CIP Costs$36,084,557Table 2.3 Financing Cost14,607,078See Detail Below Existing Fund Balance(3,657,649)Water Appendices - page 1 Interest Earnings(6,112,187)Water Appendices - page 3 Pre Credit Recoverable Cost for Impact Fee$40,921,799Sum of Above Credit for Utility Revenues(1,218,601)Water Appendices - page 6 Maximum Recoverable Cost for Impact Fee$39,703,198 Recoverable Impact Fee CIP Costs: Represents the portion of capital improvement costs that are eligible for funding through impact fees. Reference is Table 2.3 Water Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost Financing Costs: Represents the interest costs associated with debt financing the new impact fee project costs. Interest costs are derived from existing debt issues and forecasted debt issues. New Annual Debt Service$19,043,128Water Appendices - page 2 Existing Annual Debt Service31,375,888Water Appendices - page 2 Principal Component (New and Existing Debt)(35,811,938)Water Appendices - page 1 Financing Costs$14,607,078 Existing Fund Balance: Represents impact fee revenue collected but not yet expended. Some projects that are included in the 2018 Impact Fee Update were also included in prior Impact Fee Updates. To avoid charging twice for the same project, the impact fee revenues collected but yet to be expended (i.e. fund balance) are credited against the recoverable costs. Reference is page 1 of Water Appendices. Interest Earnings Represents the interest earned on cash flows and assumes a 1.89% annual interest rate. The Impact Fee Statute states that interest earnings are funds of the impact fee account and are held to the same restrictions as impact fee revenues. Therefore in order to recognize that interest earnings are used to fund capital improvements, interest earnings are credited against the recoverable costs. Reference is the sum of Accumulated Interest on page 3 of Water Appendices. Pre Credit Recoverable Cost for Impact Fee Represents Recoverable Impact Fee CIP Costs plus Financing Costs less Existing Fund Balance and Interest Earnings. Credit for Utility Revenues In 2001, the Impact Fee Statute was amended to include a credit for ad valorem and utility revenues generated by new service units during the ten-year timeframe that are used to fund impact fee eligible projects for which the new service units were charged an impact fee. The intent of this amendment is to avoid double-charging the new service units for impact fee capital improvements. The credit recognizes utility revenues used to fund the debt service of debt financed impact fee eligible projects. Reference is page 6 of Water Appendices. Maximum Recoverable Cost for Impact Fee: Represents Pre Credit Recoverable Cost for Impact Fee less Credit for Utility Revenues. This is the maximum cost that can be recovered through impact fees. 2018 Water Impact Fee Update Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Assumptions Water Service Area Zone 1B I. General Assumptions (1) Annual Interest Rate on Deposits 1.89% (2) Annual Service Unit Growth 742 (3) Existing Fund Balance $3,657,649 (4) Portion of Projects Funded by Existing Debt $24,036,719 (5) Non-debt Funded Project Cost 272,619 (6) New Project Cost Funded Through New Debt 11,775,219 (7) Total Recoverable Project Cost $36,084,557 II. New Debt Issues Assumptions (8)(9) PrincipalInterest YearTerm 1$1,177,5224.65%20 21,177,5225.00%20 31,177,5225.00%20 41,177,5225.00%20 51,177,5225.00%20 61,177,5225.25%20 71,177,5225.25%20 81,177,5225.25%20 91,177,5225.25%20 101,177,5225.25%20 Total$11,775,219 III. Capital Expenditure Assumptions Annual Capital (10) Expenditures Year 1$616,023 21,204,784 31,204,784 41,204,784 51,204,784 61,204,784 71,204,784 81,204,784 91,204,784 101,793,545 Total$12,047,838 (1) Investment Portfolio Yield as of 08/05/2018 (2) Derived from Table 2.8 10-year Additional SFE Water Zone Distribution (3) Balance from 09/30/2017 provided by City Staff distributed proportionally to recoverable cost (4) Per discussions with City Staff and City files (5) From allocation per City Staff; assumes 0% of new project costs funded through sources other than debt (6) This assumes 100% of new project costs funded through new debt issues (7) Table 2.3 Water Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost (8) Assumes new debt issued in equal annual amounts (9) Estimated interest on future debt from City's Financial Advisor April 26, 2018 (10) Assumes new debt proceeds expended over a 2-year timeframe. Non-debt funded capital expenditures allocated in equal annual amounts 2018 Water Impact Fee Study Page 3 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Debt Service and Expense Summary Water Service Area Zone 1B I. New Debt Service Detail Total Annual SeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesNew Debt Year12345678910Service 1$91,704$-$-$-$-$-$-$-$-$-$91,704 291,70494,487--------186,191 391,70494,48794,487-------280,679 491,70494,48794,48794,487------375,166 591,70494,48794,48794,48794,487-----469,653 691,70494,48794,48794,48794,48796,501----566,154 791,70494,48794,48794,48794,48796,50196,501---662,655 891,70494,48794,48794,48794,48796,50196,50196,501--759,155 991,70494,48794,48794,48794,48796,50196,50196,50196,501-855,656 1091,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 1191,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 1291,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 1391,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 1491,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 1591,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 1691,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 1791,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 1891,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 1991,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 2091,70494,48794,48794,48794,48796,50196,50196,50196,50196,501952,156 21-94,48794,48794,48794,48796,50196,50196,50196,50196,501860,453 22--94,48794,48794,48796,50196,50196,50196,50196,501765,965 23---94,48794,48796,50196,50196,50196,50196,501671,478 24----94,48796,50196,50196,50196,50196,501576,990 25-----96,50196,50196,50196,50196,501482,503 26------96,50196,50196,50196,501386,002 27-------96,50196,50196,501289,502 28--------96,50196,501193,001 29---------96,50196,501 $1,834,075$1,889,748$1,889,748$1,889,748$1,889,748$1,930,012$1,930,012$1,930,012$1,930,012$1,930,012$19,043,128 II. Summary of Annual Expenses NewExisting AnnualAnnualAnnualAnnual DebtCapitalBondDebtAnnualTotal (1)(2)(2)(3)(4) ServiceExpendituresProceedsServiceCredit YearExpense 1$91,704$616,023$(1,177,522)$1,568,794$(17,563)$1,081,436 2186,1911,204,784(1,177,522)1,568,794(36,736)1,745,511 3280,6791,204,784(1,177,522)1,568,794(57,470)1,819,265 4375,1661,204,784(1,177,522)1,568,794(79,715)1,891,507 5469,6531,204,784(1,177,522)1,568,794(103,427)1,962,282 6566,1541,204,784(1,177,522)1,568,794(128,682)2,033,528 7662,6551,204,784(1,177,522)1,568,794(155,355)2,103,356 8759,1551,204,784(1,177,522)1,568,794(183,402)2,171,809 9855,6561,204,784(1,177,522)1,568,794(212,785)2,238,927 10952,1561,793,545(1,177,522)1,568,794(243,464)2,893,509 11952,156--1,568,794-2,520,951 12952,156--1,568,794-2,520,951 13952,156--1,568,794-2,520,951 14952,156--1,568,794-2,520,951 15952,156--1,568,794-2,520,951 16952,156--1,568,794-2,520,951 17952,156--1,568,794-2,520,951 18952,156--1,568,794-2,520,951 19952,156--1,568,794-2,520,951 20952,156--1,568,794-2,520,951 21860,453----860,453 22765,965----765,965 23671,478----671,478 24576,990----576,990 25482,503----482,503 26386,002----386,002 27289,502----289,502 28193,001----193,001 2996,501----96,501 $19,043,128$12,047,838$(11,775,219)$31,375,888$(1,218,601)$49,473,034 (1) Water Appendices - page 2 Section I (2) Water Appendices - page 1 (3) Actual timing of payment varies. Calculated P&I above assumes City's estimated average cost of outstanding system debt and constant annual debt service payments. (4) Water Appendices - page 6 2018 Water Impact Fee Study Page 4 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Revenue Test Water Service Area Zone 1B ImpactEstimated ImpactServiceFeeAnnualAccumulatedFund YearFeeUnitsRevenueExpensesSub-TotalInterestBalance Initial$3,657,649 1$5,352742$3,970,320$1,081,436$2,888,884$96,3946,642,927 25,3527423,970,3201,745,5112,224,809146,5219,014,257 35,3527423,970,3201,819,2652,151,055190,62611,355,938 45,3527423,970,3201,891,5072,078,813234,18513,668,936 55,3527423,970,3201,962,2822,008,037277,21615,954,189 65,3527423,970,3202,033,5281,936,792319,71818,210,700 75,3527423,970,3202,103,3561,866,964361,69120,439,354 85,3527423,970,3202,171,8091,798,511403,15022,641,016 95,3527423,970,3202,238,9271,731,393444,11224,816,521 105,3527423,970,3202,893,5091,076,810479,03126,372,362 11---2,520,951(2,520,951)474,43924,325,850 12---2,520,951(2,520,951)435,77422,240,673 13---2,520,951(2,520,951)396,37920,116,101 14---2,520,951(2,520,951)356,23917,951,390 15---2,520,951(2,520,951)315,34115,745,780 16---2,520,951(2,520,951)273,67113,498,501 17---2,520,951(2,520,951)231,21311,208,763 18---2,520,951(2,520,951)187,9538,875,765 19---2,520,951(2,520,951)143,8766,498,690 20---2,520,951(2,520,951)98,9664,076,705 21---860,453(860,453)68,8933,285,145 22---765,965(765,965)54,8312,574,010 23---671,478(671,478)42,2881,944,820 24---576,990(576,990)31,2931,399,122 25---482,503(482,503)21,876938,495 26---386,002(386,002)14,085566,577 27---289,502(289,502)7,970285,045 28---193,001(193,001)3,56295,606 29---96,501(96,501)895- 39,703,19849,473,0346,112,187 2018 Water Impact Fee Study Page 5 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Water Service Area Zone 1B Future Value Escalation Number ofInterestRecovery Years toRateFeeAnnual Service UnitsAnnual Expense YearEnd of PeriodFactorFactorActualEscalatedActualEscalated 129 1.7048 1.0000 742 1,265$ 1,081,436$ 1,843,675 228 1.6732 1.0000 742 1,241 1,745,511 2,920,637 327 1.6422 1.0000 742 1,218 1,819,265 2,987,599 426 1.6118 1.0000 742 1,196 1,891,507 3,048,637 525 1.5819 1.0000 742 1,174 1,962,282 3,104,064 624 1.5525 1.0000 742 1,152 2,033,528 3,157,117 723 1.5237 1.0000 742 1,130 2,103,356 3,204,976 822 1.4955 1.0000 742 1,110 2,171,809 3,247,918 921 1.4678 1.0000 742 1,089 2,238,927 3,286,206 1020 1.4405 1.0000 742 1,069 2,893,509 4,168,225 1119 1.4138 1.0000 - - 2,520,951 3,564,200 1218 1.3876 1.0000 - - 2,520,951 3,498,110 1317 1.3619 1.0000 - - 2,520,951 3,433,246 1416 1.3366 1.0000 - - 2,520,951 3,369,585 1515 1.3118 1.0000 - - 2,520,951 3,307,103 1614 1.2875 1.0000 - - 2,520,951 3,245,781 1713 1.2636 1.0000 - - 2,520,951 3,185,595 1812 1.2402 1.0000 - - 2,520,951 3,126,526 1911 1.2172 1.0000 - - 2,520,951 3,068,552 2010 1.1946 1.0000 - - 2,520,951 3,011,653 219 1.1725 1.0000 - - 860,453 1,008,879 228 1.1508 1.0000 - - 765,965 881,439 237 1.1294 1.0000 - - 671,478 758,379 246 1.1085 1.0000 - - 576,990 639,580 255 1.0879 1.0000 - - 482,503 524,926 264 1.0677 1.0000 - - 386,002 412,154 273 1.0479 1.0000 - - 289,502 303,383 282 1.0285 1.0000 - - 193,001 198,505 291 1.0094 1.0000 - - 96,501 97,412 11,643$ 68,604,064 Annual Interest Rate:1.89% Present Value of Initial Impact Fee Fund Balance$ 3,657,649 Total Escalated Expense for Entire Period$ 68,604,064 Less Future Value of Initial Impact Fee Fund Balance 6,294,059 Sub-Total$ 62,310,005 Total Escalated Service Units 11,643 Impact Fee for Water Service Area $ 5,352 2018 Water Impact Fee Study Page 6 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Project Funding Water Service Area Zone 1B (2) Cost InImpact FeeDebt FundedNon-DebtImpact Fee (1)(1)(1)(2) Impact Fee Project NameService Area NoteRecoverable CostExistingProposedFundedRecoverable Cost $ 72,053,897 A $ 7,205,390 $ 7,205,390 $ - $ - $ 7,205,390 Lake Ray Roberts 26,529,260 A 10,611,704 10,611,704 - - 10,611,704 Lake Ray Roberts Water Treatment Plant 4,507,441 A 1,126,860 1,126,860 - - 1,126,860 54" Transmission Line 2,050,069 A 615,021 615,021 - - 615,021 Loop 288 Water Main - Sherman to UNT 1,653,625 A 413,406 413,406 - - 413,406 Loop 288 Water Main - Sherman to Hwy 380 2,339,988 A 467,998 467,998 - - 467,998 Northwest Elevated Storage Tank 5,320,802 A 1,330,201 1,330,201 - - 1,330,201 Southwest Pump Station 256,029 A 12,802 12,802 - - 12,802 Southwest PS Oversize Discharge Line (30" to 36") 203,415 A 40,683 40,683 - - 40,683 Vintage Oversize Line (12" to 20") 2,838,142 A 709,536 709,536 - - 709,536 North-South Water Line Phase I 2,960,737 A 740,184 740,184 - - 740,184 Roselawn Elevated Storage Tank 844,761 A 168,952 168,952 - - 168,952 Roselawn Water Line 645,781 A 32,290 32,290 - - 32,290 Masch Branch Road Water Line Extension 1,362,086 A 68,105 68,105 - - 68,105 US 380 Urban Utility Relocation 133,226 A 6,662 6,662 - - 6,662 Rayzor Ranch Oversize Line (16" to 20") 4,869,252 B 486,925 486,925 - - 486,925 Southwest Elevated Storage Tank 826,468 B 247,941 - - 247,941 247,941 University Water Line and PRV 7,609,210 C 2,282,763 - 2,282,763 - 2,282,763 North-South Water Line 1,004,000 C 150,600 - 150,600 - 150,600 I-35 Parallel Line Crossing 7,866,000 C 786,600 - 786,600 - 786,600 Riney Road Booster Pump Station 5,537,300 C 1,938,055 - 1,938,055 - 1,938,055 Elm/Loop 288 Water Lines 4,744,000 C 1,423,200 - 1,423,200 - 1,423,200 Allred Road / John Paine Road Water Lines 41,961,600 C 1,678,464 - 1,678,464 - 1,678,464 Ray Roberts WTP Expansion 1,200,600 C 420,210 - 420,210 - 420,210 McKinney Water Line 1,020,510 C 663,332 - 663,332 - 663,332 I-35E Frontage Road Water Line Betterment 5,213,840 C 1,564,152 - 1,564,152 - 1,564,152 I-35W Water Line 2,177,680 C 653,304 - 653,304 - 653,304 I-35W/Corbin Water Line 127,758 C 19,164 - 19,164 - 19,164 Jim Christal Oversize Line (16" to 20") 1,302,500 C 195,375 - 195,375 - 195,375 Jim Christal Water Line / I-35 Crossing 24,678 C 24,678 - - 24,678 24,678 Water Impact Fee Report Preparation $ 209,184,655 $ 36,084,557 $ 24,036,719 $ 11,775,219 $ 272,619 $ 36,084,557 Total (1) Derived from Table 3.2 Water Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost for Zone 1B (2) Per discussions with City staff and City files Project Note A: Project costs from 2013 study Project Note B: Costs of projects completed since 2013 per City Staff Project Note C: Proposed projects in 2018 dollars 2018 Water Impact Fee Study Page 7 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Credit Determination Water Service Area Zone 1B (1) 2018 Service Units 69,401 (2) Ten Year Growth in Service Units 7,419 10years Annual Growth in Service Units742 12345678910Total (3) Debt Service for Debt Funded Projects Eligible for Impact Fees $1,660,498$1,754,986$1,849,473$1,943,960$2,038,448$2,134,948$2,231,449$2,327,950$2,424,450$2,520,951$20,887,113 Net Impact Fee Eligible Debt Service Funded by Other Sources$1,660,498$1,754,986$1,849,473$1,943,960$2,038,448$2,134,948$2,231,449$2,327,950$2,424,450$2,520,951$20,887,113 Current Service Units70,14370,88571,62772,36973,11173,85274,59475,33676,07876,820 Total Net Impact Fee Eligible Debt Service Funded by Other$23.67$24.76$25.82$26.86$27.88$28.91$29.91$30.90$31.87$32.82 Sources per Service Unit Annual Growth in Service Units (Cumulative)7421,4842,2262,9683,7104,4515,1935,9356,6777,419 Annual Water Rate Revenue Generated by Service Unit for Net Impact Fee Eligible Debt Service Funded by Other Sources$17,563$36,736$57,470$79,715$103,427$128,682$155,355$183,402$212,785$243,464$1,218,601 Credit Amount$1,218,601 (1) Derived from Table 2.1 10-year Additional Single-Family Equivalent Calculation (2) Derived from Table 2.8 10-year Additional SFE Water Zone Distribution (3) Water Appendices - page 2 Section II 2018 Water Impact Fee Study Page 8 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Assumptions Water Service Area Zone 2 Existing Fund Balance 0$ 399,016 Existing Number of Service Units 1 69,401 Total Number of Services Units for Planning Period 2 70,043 Additional Service Units Added During Planning Period 3 642 (Line 2 - Line 1) Total Cost of the Water Impact Fee CIP 4$ 22,954,077 Recoverable Cost for Impact Fee Planning Period 5$ 4,254,101 Percent Recoverable for Water Impact Fee Planning Period 618.53% (Line 5 / Line 4) Financing Costs (From Financial Analysis) 7$ 1,841,055 Interest Earnings (From Financial Analysis) 8$ (779,037) Recoverable Cost of Water Impact Fee and Financing Costs Less Balance 9$ 4,917,103 (Line 5 + Line 7 + Line 8 - Line 0) Pre-Credit Maximum Fee (Line 9 / Line 3) 10$ 7,659 Credit for Utility Revenues 11$ (13,237) (From Financial Analysis) Recoverable Cost of Water Impact Fee and Financing 12$ 4,903,866 (Line 9 + Line 11 ) Maximum Assessable Fee 13$ 7,638 ( Line 12 / Line 3) SUMMARY OF WATER IMPACT FEE DETERMINATION Water Service Area Zone 2 Recoverable Impact Fee CIP Costs$4,254,101Table 2.3 Financing Cost1,841,055See Detail Below Existing Fund Balance(399,016)Water Appendices - page 1 Interest Earnings(779,037)Water Appendices - page 3 Pre Credit Recoverable Cost for Impact Fee$4,917,103Sum of Above Credit for Utility Revenues(13,237)Water Appendices - page 6 Maximum Recoverable Cost for Impact Fee$4,903,866 Recoverable Impact Fee CIP Costs: Represents the portion of capital improvement costs that are eligible for funding through impact fees. Reference is Table 2.3 Water Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost Financing Costs: Represents the interest costs associated with debt financing the new impact fee project costs. Interest costs are derived from existing debt issues and forecasted debt issues. New Annual Debt Service$2,815,487Water Appendices - page 2 Existing Annual Debt Service3,276,926Water Appendices - page 2 Principal Component (New and Existing Debt)(4,251,359)Water Appendices - page 1 Financing Costs$1,841,055 Existing Fund Balance: Represents impact fee revenue collected but not yet expended. Some projects that are included in the 2018 Impact Fee Update were also included in prior Impact Fee Updates. To avoid charging twice for the same project, the impact fee revenues collected but yet to be expended (i.e. fund balance) are credited against the recoverable costs. Reference is page 1 of Water Appendices. Interest Earnings Represents the interest earned on cash flows and assumes a 1.89% annual interest rate. The Impact Fee Statute states that interest earnings are funds of the impact fee account and are held to the same restrictions as impact fee revenues. Therefore in order to recognize that interest earnings are used to fund capital improvements, interest earnings are credited against the recoverable costs. Reference is the sum of Accumulated Interest on page 3 of Water Appendices. Pre Credit Recoverable Cost for Impact Fee Represents Recoverable Impact Fee CIP Costs plus Financing Costs less Existing Fund Balance and Interest Earnings. Credit for Utility Revenues In 2001, the Impact Fee Statute was amended to include a credit for ad valorem and utility revenues generated by new service units during the ten-year timeframe that are used to fund impact fee eligible projects for which the new service units were charged an impact fee. The intent of this amendment is to avoid double-charging the new service units for impact fee capital improvements. The credit recognizes utility revenues used to fund the debt service of debt financed impact fee eligible projects. Reference is page 6 of Water Appendices. Maximum Recoverable Cost for Impact Fee: Represents Pre Credit Recoverable Cost for Impact Fee less Credit for Utility Revenues. This is the maximum cost that can be recovered through impact fees. 2018 Water Impact Fee Update Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Assumptions Water Service Area Zone 2 I. General Assumptions (1) Annual Interest Rate on Deposits 1.89% (2) Annual Service Unit Growth 64 (3) Existing Fund Balance $399,016 (4) Portion of Projects Funded by Existing Debt $2,510,417 (5) Non-debt Funded Project Cost 2,742 (6) New Project Cost Funded Through New Debt 1,740,942 (7) Total Recoverable Project Cost $4,254,101 II. New Debt Issues Assumptions (8)(9) PrincipalInterest YearTerm 1$174,0944.65%20 2174,0945.00%20 3174,0945.00%20 4174,0945.00%20 5174,0945.00%20 6174,0945.25%20 7174,0945.25%20 8174,0945.25%20 9174,0945.25%20 10174,0945.25%20 Total$1,740,942 III. Capital Expenditure Assumptions Annual Capital (10) Expenditures Year 1$87,321 2174,368 3174,368 4174,368 5174,368 6174,368 7174,368 8174,368 9174,368 10261,416 Total$1,743,684 (1) Investment Portfolio Yield as of 08/05/2018 (2) Derived from Table 2.8 10-year Additional SFE Water Zone Distribution (3) Balance from 09/30/2017 provided by City Staff distributed proportionally to recoverable cost (4) Per discussions with City Staff and City files (5) From allocation per City Staff; assumes 0% of new project costs funded through sources other than debt (6) This assumes 100% of new project costs funded through new debt issues (7) Table 2.3 Water Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost (8) Assumes new debt issued in equal annual amounts (9) Estimated interest on future debt from City's Financial Advisor April 26, 2018 (10) Assumes new debt proceeds expended over a 2-year timeframe. Non-debt funded capital expenditures allocated in equal annual amounts 2018 Water Impact Fee Study Page 3 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Debt Service and Expense Summary Water Service Area Zone 2 I. New Debt Service Detail Total Annual SeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesNew Debt Year12345678910Service 1$13,558$-$-$-$-$-$-$-$-$-$13,558 213,55813,970--------27,528 313,55813,97013,970-------41,498 413,55813,97013,97013,970------55,468 513,55813,97013,97013,97013,970-----69,437 613,55813,97013,97013,97013,97014,267----83,705 713,55813,97013,97013,97013,97014,26714,267---97,972 813,55813,97013,97013,97013,97014,26714,26714,267--112,240 913,55813,97013,97013,97013,97014,26714,26714,26714,267-126,507 1013,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 1113,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 1213,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 1313,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 1413,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 1513,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 1613,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 1713,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 1813,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 1913,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 2013,55813,97013,97013,97013,97014,26714,26714,26714,26714,267140,774 21-13,97013,97013,97013,97014,26714,26714,26714,26714,267127,216 22--13,97013,97013,97014,26714,26714,26714,26714,267113,246 23---13,97013,97014,26714,26714,26714,26714,26799,277 24----13,97014,26714,26714,26714,26714,26785,307 25-----14,26714,26714,26714,26714,26771,337 26------14,26714,26714,26714,26757,070 27-------14,26714,26714,26742,802 28--------14,26714,26728,535 29---------14,26714,267 $271,164$279,395$279,395$279,395$279,395$285,348$285,348$285,348$285,348$285,348$2,815,487 II. Summary of Annual Expenses NewExisting AnnualAnnualAnnualAnnual DebtCapitalBondDebtAnnualTotal (1)(2)(2)(3)(4) ServiceExpendituresProceedsServiceCredit YearExpense 1$13,558$87,321$(174,094)$163,846$(164)$90,468 227,528174,368(174,094)163,846(353)191,295 341,498174,368(174,094)163,846(568)205,050 455,468174,368(174,094)163,846(809)218,779 569,437174,368(174,094)163,846(1,074)232,484 683,705174,368(174,094)163,846(1,366)246,459 797,972174,368(174,094)163,846(1,684)260,408 8112,240174,368(174,094)163,846(2,028)274,332 9126,507174,368(174,094)163,846(2,397)288,230 10140,774261,416(174,094)163,846(2,792)389,150 11140,774--163,846-304,621 12140,774--163,846-304,621 13140,774--163,846-304,621 14140,774--163,846-304,621 15140,774--163,846-304,621 16140,774--163,846-304,621 17140,774--163,846-304,621 18140,774--163,846-304,621 19140,774--163,846-304,621 20140,774--163,846-304,621 21127,216----127,216 22113,246----113,246 2399,277----99,277 2485,307----85,307 2571,337----71,337 2657,070----57,070 2742,802----42,802 2828,535----28,535 2914,267----14,267 $2,815,487$1,743,684$(1,740,942)$3,276,926$(13,237)$6,081,919 (1) Water Appendices - page 2 Section I (2) Water Appendices - page 1 (3) Actual timing of payment varies. Calculated P&I above assumes City's estimated average cost of outstanding system debt and constant annual debt service payments. (4) Water Appendices - page 6 2018 Water Impact Fee Study Page 4 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Revenue Test Water Service Area Zone 2 ImpactEstimated ImpactServiceFeeAnnualAccumulatedFund YearFeeUnitsRevenueExpensesSub-TotalInterestBalance Initial$399,016 1$7,63864$490,387$90,468$399,919$11,316810,252 27,63864490,387191,295299,09218,1331,127,477 37,63864490,387205,050285,33723,9971,436,810 47,63864490,387218,779271,60729,7111,738,129 57,63864490,387232,484257,90335,2752,031,306 67,63864490,387246,459243,92840,6822,315,916 77,63864490,387260,408229,97845,9272,591,821 87,63864490,387274,332216,05551,0082,858,884 97,63864490,387288,230202,15755,9233,116,963 107,63864490,387389,150101,23759,8453,278,045 11---304,621(304,621)59,0553,032,479 12---304,621(304,621)54,4152,782,273 13---304,621(304,621)49,6882,527,340 14---304,621(304,621)44,8712,267,591 15---304,621(304,621)39,9642,002,934 16---304,621(304,621)34,9641,733,278 17---304,621(304,621)29,8691,458,526 18---304,621(304,621)24,6781,178,584 19---304,621(304,621)19,389893,353 20---304,621(304,621)14,001602,732 21---127,216(127,216)10,186485,702 22---113,246(113,246)8,107380,562 23---99,277(99,277)6,252287,538 24---85,307(85,307)4,627206,857 25---71,337(71,337)3,234138,755 26---57,070(57,070)2,08283,767 27---42,802(42,802)1,17842,143 28---28,535(28,535)52714,135 29---14,267(14,267)132- 4,903,8666,081,919779,037 2018 Water Impact Fee Study Page 5 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Water Service Area Zone 2 Future Value Escalation Number ofInterestRecovery Years toRateFeeAnnual Service UnitsAnnual Expense YearEnd of PeriodFactorFactorActualEscalatedActualEscalated 129 1.7048 1.0000 64 109$ 90,468$ 154,233 228 1.6732 1.0000 64 107 191,295 320,080 327 1.6422 1.0000 64 105 205,050 336,733 426 1.6118 1.0000 64 103 218,779 352,618 525 1.5819 1.0000 64 102 232,484 367,758 624 1.5525 1.0000 64 100 246,459 382,635 723 1.5237 1.0000 64 98 260,408 396,795 822 1.4955 1.0000 64 96 274,332 410,261 921 1.4678 1.0000 64 94 288,230 423,052 1020 1.4405 1.0000 64 92 389,150 560,587 1119 1.4138 1.0000 - - 304,621 430,682 1218 1.3876 1.0000 - - 304,621 422,696 1317 1.3619 1.0000 - - 304,621 414,858 1416 1.3366 1.0000 - - 304,621 407,166 1515 1.3118 1.0000 - - 304,621 399,616 1614 1.2875 1.0000 - - 304,621 392,206 1713 1.2636 1.0000 - - 304,621 384,933 1812 1.2402 1.0000 - - 304,621 377,796 1911 1.2172 1.0000 - - 304,621 370,790 2010 1.1946 1.0000 - - 304,621 363,915 219 1.1725 1.0000 - - 127,216 149,161 228 1.1508 1.0000 - - 113,246 130,319 237 1.1294 1.0000 - - 99,277 112,125 246 1.1085 1.0000 - - 85,307 94,561 255 1.0879 1.0000 - - 71,337 77,609 264 1.0677 1.0000 - - 57,070 60,936 273 1.0479 1.0000 - - 42,802 44,855 282 1.0285 1.0000 - - 28,535 29,349 291 1.0094 1.0000 - - 14,267 14,402 1,008$ 8,382,728 Annual Interest Rate:1.89% Present Value of Initial Impact Fee Fund Balance$ 399,016 Total Escalated Expense for Entire Period$ 8,382,728 Less Future Value of Initial Impact Fee Fund Balance 686,625 Sub-Total$ 7,696,103 Total Escalated Service Units 1,008 Impact Fee for Water Service Area $ 7,638 2018 Water Impact Fee Study Page 6 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Project Funding Water Service Area Zone 2 (2) Cost InImpact FeeDebt FundedNon-DebtImpact Fee (1)(1)(1)(2) Impact Fee Project NameService Area NoteRecoverable CostExistingProposedFundedRecoverable Cost $ 7,665,308 A $ 766,531 $ 766,531 $ - $ - $ 766,531 Lake Ray Roberts 2,822,262 A 1,128,905 1,128,905 - - 1,128,905 Lake Ray Roberts Water Treatment Plant 479,515 A 119,879 119,879 - - 119,879 54" Transmission Line 218,092 A 65,428 65,428 - - 65,428 Loop 288 Water Main - Sherman to UNT 175,918 A 43,980 43,980 - - 43,980 Loop 288 Water Main - Sherman to Hwy 380 591,200 A 147,800 147,800 - - 147,800 Southwest Pump Station 28,448 A 1,422 1,422 - - 1,422 Southwest PS Oversize Discharge Line (30" to 36") 50,854 A 10,171 10,171 - - 10,171 Vintage Oversize Line (12" to 20") 301,930 A 75,483 75,483 - - 75,483 North-South Water Line Phase I 314,972 A 78,743 78,743 - - 78,743 Roselawn Elevated Storage Tank 89,868 A 17,974 17,974 - - 17,974 Roselawn Water Line 541,028 B 54,103 54,103 - - 54,103 Southwest Elevated Storage Tank 2,174,060 C 652,218 - 652,218 - 652,218 North-South Water Line 1,186,000 C 355,800 - 355,800 - 355,800 Allred Road / John Paine Road Water Lines 4,464,000 C 178,560 - 178,560 - 178,560 Ray Roberts WTP Expansion 1,303,460 C 391,038 - 391,038 - 391,038 I-35W Water Line 544,420 C 163,326 - 163,326 - 163,326 I-35W/Corbin Water Line 2,742 C 2,742 - - 2,742 2,742 Water Impact Fee Report Preparation $ 22,954,077 $ 4,254,101 $ 2,510,417 $ 1,740,942 $ 2,742 $ 4,254,101 Total (1) Derived from Table 3.2 Water Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost for Zone 2 (2) Per discussions with City staff and City files Project Note A: Project costs from 2013 study Project Note B: Costs of projects completed since 2013 per City Staff Project Note C: Proposed projects in 2018 dollars 2018 Water Impact Fee Study Page 7 of 8Water Appendices City of Denton, Texas City of Denton - 2018 Water Impact Fee Update Capital Improvement Plan for Impact Fees Credit Determination Water Service Area Zone 2 (1) 2018 Service Units 69,401 (2) Ten Year Growth in Service Units 642 10years Annual Growth in Service Units64 12345678910Total (3) Debt Service for Debt Funded Projects Eligible for Impact Fees $177,405$191,374$205,344$219,314$233,284$247,551$261,818$276,086$290,353$304,621$2,407,149 Net Impact Fee Eligible Debt Service Funded by Other Sources$177,405$191,374$205,344$219,314$233,284$247,551$261,818$276,086$290,353$304,621$2,407,149 Current Service Units69,46569,52969,59469,65869,72269,78669,85069,91569,97970,043 Total Net Impact Fee Eligible Debt Service Funded by Other$2.55$2.75$2.95$3.15$3.35$3.55$3.75$3.95$4.15$4.35 Sources per Service Unit Annual Growth in Service Units (Cumulative)64128193257321385449514578642 Annual Water Rate Revenue Generated by Service Unit for Net Impact Fee Eligible Debt Service Funded by Other Sources$164$353$568$809$1,074$1,366$1,684$2,028$2,397$2,792$13,237 Credit Amount$13,237 (1) Derived from Table 2.1 10-year Additional Single-Family Equivalent Calculation (2) Derived from Table 2.8 10-year Additional SFE Water Zone Distribution (3) Water Appendices - page 2 Section II 2018 Water Impact Fee Study Page 8 of 8Water Appendices City of Denton, Texas 9/26/18 Created by: Freese and Nichols, Inc. Job No.: \[DTN17240\] Location: H:\\W_WW_PLANNING\\01_DELIVERABLES\\11-Imapct_Fee_CIP\\(Figure_1)-Impact_Fee_CIP_(11x17).mxd Updated: April 13, 2018 Lake Ray Roberts $153,306,163 Lake Ray Roberts Ray Roberts Water Treatment Plant Expansion $89,280,000 Ú\[ 3 Q Ray Roberts Water Treatment Plant 3 $56,445,235 54" Finished Water Transmission Line $9,590,299 GANZER RD W Elm/Loop 288 Water Lines $5,537,300 Loop 288 Water Main Sherman to UNT 1.0 MG Northwest Elevated Storage Tank$4,361,849 ! $2,339,988 UT U T Riney Road (# Booster Pump Station (# $7,866,000 UT \[ Ú (# Loop 288 Water Main Rayzor Ranch Oversize Line (16" to 20") Sherman to HWY 380 $133,226 $3,518,352 I-35 Parallel Line Crossing ! North-South Water Line Phase I $1,004,000 $6,038,601 ! ! University Water Line and PRV ! $826,468 U.S. 380 Urban Utility Relocation Locust/Elm Water Line $1,362,086 $1,281,776 6'' 4'' McKinney Water Line $1,200,600 UT Ú\[ Masch Branch Water Line Extension (# $645,781 8'' Jim Christal Oversize $127,758 Hickory Water Line ! Jim Christal Water Line/I-35 Crossing $498,444 $1,302,500 Q3 North-South Water Line Lake $10,870,300 Roselawn Elevated Storage Tank Lewisville $6,299,440 I-35W/Corbin Water Line) $2,722,100 UT UT (# (# Oversized Vintage Water Line (12" to 20") Southwest Elevated $254,269 ! Storage Tank $5,410,280 Roselawn Water Line $1,797,363 I-35W Water Line $6,517,300 I-35E Frontage Water Line UT UT ! $1,020,510 (# (# Allred/John Paine Water Line ! $5,930,000 ! \[\[UT ÚÚ FM 2181 Southwest Pump Station $5,912,002 Oversized Discharge Line (30" to 36") $284,477 FIGURE 1 CITY OF DENTON 2018 WATER IMPACT FEE CAPITAL IMPROVEMENTS PLAN LEGEND Existing Water Line Proposed Pump Station \[ Ú Existing Eligible Project Existing Pump Station \[ Ú Denton CCN UT Existing Elevated Tank (#City Limit ETJ Boundary Existing Ground Tank UT Existing Water ³ 3 Q Treatment Plant 07,500 SCALE IN FEET Chapter 3: 2018 Wastewater Impact Fee Update Prepared for: City of Denton, Texas Prepared by: Kimley-Horn and Associates, Inc. 801 Cherry Street, Unit 11, Suite 1300 Fort Worth, TX 76102 817.335.6511 Firm Registration No. F-928 September 2018 Kimley-Horn and Associates, Inc., 2018 061024024 3.1EXECUTIVE SUMMARY This study was performed for the 5-year update of the City of Denton Fees. Wastewater system analysis and the Wastewater System Master Plan are important tools for facilitating orderly growth of the wastewater system and for providing adequate facilities that promote economic development in the City of Denton. Elements of the wastewater system, including water reclamation plant improvements, peak wet weather facilities, gravity pipes, force mains and lift station facilities, were evaluated against industry standards as outlined in the Design Criteria section of this report. Wastewater system improvements necessary to serve 10-year (2028) and ultimate system needs were evaluated as well. Typically, infrastructure improvements are sized beyond the 10-year requirements; however, the -year planning period. The remainder can be assessed as the planning window extends beyond 2028 and as the impact fees are updated in the future. Information related to the growth of the City has been provided in Chapter 1 Land Use Assumptions. -year growth projections and the resulting wastewater flow projections, wastewater service will be required for an additional 12,041 single family equivalents. The calculation is as follows: A single family equivalent (SFE), which is a unit of development that discharges approximately 299 gallons per day (GPD), is a typical residential connection that uses a 5/8x3/4-inch meter. Table 3.1. 10-year Additional Single-Family Equivalent Calculation Average Day SFE Flow Demand Projected SFEs 1 Year (MGD) (GPD) 2018 15.6 299 52,174 2028 19.2 299 64,215 10-year Additional SFEs 12,041 (1) Data Sources: - City of Denton 2018 Water and Wastewater Impact Fee Study 3.1 September 2018 City of Denton, Texas The City of Denton defines a single-family equivalent, as a unit of development that consumes the amount of water requiring a standard 5/8x3/4-inch meter. Based on the additional SFEs and the recoverable capital improvements plan the City may assess a maximum of $4,716 per single-family equivalent. For a development that requires a different size meter, a single-family equivalent is established at a multiplier based on its capacity with respect to the 5/8-inch meter. The maximum impact fee that could be assessed for other meter sizes is based on the Equivalency Table (Table 3.2). Table 3.2. Maximum Assessable Wastewater Impact Fee by Meter Size Single Maximum Meter Family Assessible Size 1 Equivalent Impact Fee 1 $4,716 2.5 $11,790 1- 5 $23,580 8 $37,728 22.5 $106,110 50 $235,800 100 $471,600 200 $943,200 325 $1,532,700 (1) Data Sources: - City of Denton Code of Ordinances, Chapter 26, Article VI, Exhibit F 2018 Water and Wastewater Impact Fee Study 3.2 September 2018 City of Denton, Texas 3.2INTRODUCTION The City of Denton retained the services of Kimley-Horn and Associates, Inc., for the purpose of 5- year update of the impact fees for wastewater system improvements required to serve new development. These fees were originally developed in 1998, and updated in the years 2003, 2008 and 2013 in accordance with Chapter 395 of the Local Government Code (impact fees). The purpose of this report is to satisfy the requirements of the law and provide the City with an updated impact fee capital improvements plan and associated impact fees. For convenience and reference, the following is excerpted from Chapter 395 of the code: (a)The political subdivision shall use qualified professionals to prepare the capital improvements plan and to calculate the impact fee. The capital improvements plan must contain specific enumeration of the following items: (1)a description of the existing capital improvements within the service area and the costs to upgrade, update, improve, expand, or replace the improvements to meet existing needs and usage and stricter safety, efficiency, environmental, or regulatory standards, which shall be prepared by a qualified professional engineer licensed to perform such professional engineering services in this state; (2)an analysis of the total capacity, the level of current usage, and commitments for usage of capacity of the existing capital improvements, which shall be prepared by a qualified professional engineer licensed to perform such professional engineering services in this state; (3)a description of all or the parts of the capital improvements or facility expansions and their costs necessitated by and attributable to new development in the service area based on the approved land use assumptions, which shall be prepared by a qualified professional engineer licensed to perform such professional engineering services in this state; (4)a definitive table establishing the specific level or quantity of use, consumption, generation, or discharge of a service unit for each category of capital improvements or facility expansions and an equivalency or conversion table establishing the ratio of a service unit to various types of land uses, including but not limited to residential, commercial, and industrial; 2018 Water and Wastewater Impact Fee Study 3.3 September 2018 City of Denton, Texas (5)the total number of projected service units necessitated by and attributable to new development within the service area based on the approved land use assumptions and calculated in accordance with generally accepted engineering or planning criteria; (6)the projected demand for capital improvements or facility expansions required by new service units projected over a reasonable period of time, not to exceed 10 years; and (7)a plan for awarding: (A)a credit for the portion of ad valorem tax and utility service revenues generated by new service unit during the program period that is used for the payment of improvements, including the payment of debt, that are included in the capital improvements plan; or (B)in the alternative, a credit equal to 50 percent of the total project cost of implementing the capital improvements plan. The study process was comprised of four tasks: A. Land Use Assumptions The development of land use assumptions included the following: Establishing impact fee service areas (SA) for water and wastewater; Collection/determination of population by SA; and Projection of the ten-year population by SA. A detailed discussion is outlined in the Land Use Assumptions chapter of this report. B. Evaluation of the Wastewater System Master Plan This task involved coordination with City Staff to determine compatibility between the growth projethe Land Use Assumptions. The wastewater flow projections were then used to determine the additional single-family equivalents (SFEs). C. Impact Fee Capital Improvements Plan This task involved coordination with City staff to identify proposed wastewater capital improvements outlined in the master plan that will be built in the 10-year planning window and meet the design criteria included in Section 3.3 below. 2018 Water and Wastewater Impact Fee Study 3.4 September 2018 City of Denton, Texas D. Impact Fee Analysis This task included calculating the additional single-family equivalent units, and credit reduction. These values were then used to determine the impact fee per SFE and the maximum assessable impact fee by meter size. 2018 Water and Wastewater Impact Fee Study 3.5 September 2018 City of Denton, Texas 3.3DESIGN CRITERIA A. Sewer Trunk Lines (Interceptors) Proposed sewers lines shall be designed with slopes sufficient to give a velocity of not less shall be in accordance with the City of Denton Water and Wastewater Criteria Manual. B. Lift Stations Pumping Capacity The design criteria for lift station pumping shall be to provide firm pumping capacity to be 100% of the projected peak flows. The firm pumping capacity is defined as the available total pumping capacity with the largest pump out of service. C. Lift Station Wet Well Capacity Wet well volume shall be calculated by the following method: t = V/(D-Q) + V/Q where, t = Total time between successive pump starts in minutes (operating cycle) D = Rated pump capacity in GPM V = Storage volume between lead pump on and pump off elevations in gallons Q = Inflow to wet well in GPM than 60 minutes for Minimum Flow conditions. D. Force Mains Force main capacity shall be sized to meet the capacity of the entire basin. The minimum recommended velocity is 3 feet per second, and the velocity shall not be less than 2 feet per second when only the smallest pump is in operation. 2018 Water and Wastewater Impact Fee Study 3.6 September 2018 City of Denton, Texas 3.4IMPACT FEE CAPITAL IMPROVEMENTS PLAN The City of Denton staff has developed a Wastewater System Master Plan. The purpose of the plan is to provide the City with a logical strategy for upgrading and expanding its wastewater collection system to accommodate future growth and for addressing existing system deficiencies. City staff completed the Wastewater System Master Plan and recommended system improvements to accommodate growth through the year 2040. Twenty-one (21) previously constructed projects as well as nineteen (19) proposed projects identified in the Waste w ater System Master Plan are determined eligible for recoverable cost through impact fee over the next 10 years. The total projected cost of these projects is $156,586,808. The projected total recoverable cost in the next 10 years through impact fees is $49,714,840. After financing costs are added and the credit reduction calculation is complete, $56,786,844 is recoverable through impact fees serving the 10-year system needs. These impact fee capital improvements are shown in Table 3.3. 2018 Water and Wastewater Impact Fee Study 3.7 September 2018 City of Denton, Texas Table 3.3. Wastewater Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost 2028 2018 Required 2028 Required 2018-2028 Required Projected Total Project Proj. #DescriptionCapacity Capacity Capacity Recoverable Cost (Percent Utilization)(Percent Utilization)(Percent Utilization) Cost EXISTING South Wet Weather Lift Station & 48.4%62.4%14.0%$ 217,406 $ 1,552,898 1 Detention Pond 47.6%49.5%1.9%$ 24,282$ 1,277,970 2Cooper Creek Interceptor III 64.7%72.3%7.6%$ 296,310 $ 3,898,807 3Cooper Creek Outfall (Loop 288) 18.1%19.4%1.3%$ 11,731$ 902,329 4Eagle Drive Sewer 10.0%51.3%41.3%$ 164,560 $ 398,450 5Krum Sewer Line 6.6%18.1%11.5%$ 575,570 $ 5,004,952 6Graveyard Branch Interceptor 34.4%38.5%4.1%$ 45,572$ 1,111,495 7Hickory Creek Outfall 32.0%33.5%1.5%$ 2,349$ 156,592 8Leatherwood Interceptor 59.0%71.9%12.9%$ 42,116$ 326,474 9Parvin Sewer Line 96.0%100.0%4.0%$ 134,528 $ 3,363,189 10Pecan Creek Interceptor (Ph 1 & 2) 53.4%66.9%13.5%$ 266,716 $ 1,975,672 11Pecan Creek Interceptor I 40.6%46.0%5.4%$ 100,558 $ 1,862,175 12Pecan Creek Interceptor II 36.1%41.0%4.9%$ 150,879 $ 3,079,149 13Pecan Creek Interceptor III 26.9%32.5%5.6%$ 54,784$ 978,285 14Pecan Creek Interceptor IV 85.0%100.0%15.0%$ 5,929,227$ 39,528,174 15Pecan WRP (15MGD) 0.0%70.0%70.0%$ 21,003,588$ 30,005,125 16Pecan WRP Expansion (6MGD) 0.0%60.6%60.6%$ 517,994 $ 854,774 17Roark Branch Interceptor 82.4%91.6%9.2%$ 152,800 $ 1,660,869 18State School Interceptor I 35.3%46.2%10.9%$ 362,579 $ 3,326,406 19State School Interceptor II 26.5%30.6%4.1%$ 115,747 $ 2,823,082 20US 380 Utility Relocations Woodhaven Interceptor 41.8%44.5%2.7%$ 26,075$ 965,735 21 PROPOSED 75.9%82.0%6.1%$ 16,990$ 278,530 1Audra Interceptor 92.2%99.3%7.1%$ 30,749$ 433,078 2Ave G Interceptor 0.0%79.4%79.4%$ 152,247 $ 191,746 3Bonnie Brae Connector 30.9%89.3%58.4%$ 1,101,486$ 1,886,106 4Bonnie Brae Relocation 70.4%73.6%3.2%$ 14,036$ 438,623 5Carroll Ave Interceptor 0.0%16.0%16.0%$ 2,400,000$ 15,000,000 6Clear Creek Interceptor 74.2%83.0%8.8%$ 231,616 $ 2,632,000 7Cooper Creek Interceptor I 54.6%58.3%3.7%$ 41,736$ 1,128,000 8Cooper Creek Interceptor II Dry Fork Hickory Creek Tributary 1 80.5%84.1%3.6%$ 41,190$ 1,144,159 9 Interceptor 48.7%52.5%3.8%$ 25,752$ 677,674 10Elm Street Sewer Replacements 50.2%72.6%22.4%$ 324,240 $ 1,447,500 11Hickory Creek Interceptor I 46.7%87.2%40.5%$ 3,281,513$ 8,102,500 12Hickory Creek Interceptor II 29.1%70.3%41.2%$ 1,184,678$ 2,875,433 13Hickory Creek Interceptor III 29.8%39.1%9.3%$ 117,892 $ 1,267,658 14Hickory Creek Interceptor IV Hickory Creek Lift Station Detention 0.0%96.3%96.3%$ 9,533,700$ 9,900,000 15 Facility 44.4%50.7%6.3%$ 7,927$ 125,820 16Mulberry Interceptor 0.0%56.5%56.5%$ 90,219$ 159,680 17Ranch View Interceptor (Oversize) West Peak Flow Detention Lift Station 0.0%23.1%23.1%$ 877,800 $ 3,800,000 18 and Pond Wastewater Impact Fee Report 0.0%100.0%100.0%$ 45,700$ 45,700 19 Preparation Total$ 49,714,840$ 156,586,808 2018 Water and Wastewater Impact Fee Study 3.8 September 2018 City of Denton, Texas 3.5WASTEWATER IMPACT FEE CALCULATION to customers within the defined service area, as well as wastewater treatment to four wholesale customers Corinth, Krum, Argyle and the Lake City Municipal Utility District. The impact fees calculated in this report standardized measure of consumption attributable to an individual unit of development calculated in accordance with generally accepted engineering or planning standards and based on historical data and trends applicable to the political subdivision in which the individual unit of development is single family (SFE), which is based on the size of the water meter. An SFE is the water or wastewater demand or typically used by a single- of the base meter determines the SFE multiplier applied to each larger meter size. The current SFE equivalency factors are shown in Table 3.4. Table 3.4. Meter Capacity Ratios 1 Meter Size SFEs/ Meter 1 2.5 1- 5 8 22.5 50 100 200 325 (1) Data Sources: - City of Denton Code of Ordinances, Chapter 26, Article VI, Exhibit F 2018 Water and Wastewater Impact Fee Study 3.10 September 2018 City of Denton, Texas Multiplying the number of existing connections for each meter size by the SFEs per meter yields the total SFEs for that meter size. Summing for all meter sizes yields the total number of wastewater SFEs shown in Table 3.5. The current population in the wastewater service area is divided by the total number of SFEs yielding a Persons per SFE number. Table 3.5. Capita per Single Family Equivalent (SFE) Existing Single Family Meter Size SFEs/ Meter 1 Connections Equivalents 30,143 1 30,143 995 2.5 2,488 1- 633 5 3,165 868 8 6,944 106 22.5 2,385 51 50 2,550 17 100 1,700 15 200 3,000 2 325 650 Total Existing Connections: 32,830 Total SFEs: 53,025 Total Served Population: 130,170 Persons per SFE: 2.46 (1) Data Sources: - City of Denton 2018 Water and Wastewater Impact Fee Study 3.11 September 2018 City of Denton, Texas The City of Denton defines a single family equivalent (SFE) based on historical wastewater discharge over the past 10 years as compared to the estimated residential units. The residential unit is the development type that predominately uses a 5/8x3/4-inch meter. The measure of consumption per SFE is based on a 5/8x3/4-inch meter and the data shown in Table 3.6. Table 3.6. Single-Family Equivalent Consumption Calculation Residential Wastewater Flow per SFE 1 Year Population Units Average Day (GPD) 1 (2.46 capita/SFE) Flow (MGD) 2008 112,487 45,726 15.3 335 2009 114,610 46,589 13.6 292 2010 116,218 47,243 16.1 341 2011 117,383 47,717 13.5 283 2012 118,705 48,254 13.8 286 2013 120,868 49,133 13.7 279 2014 123841 50,342 13.6 270 2015 126,280 51,333 16.1 314 2016 129,130 52,492 16.8 320 2017 131,364 53,400 14.2 266 Average Historical Flow per SFE 299 (1) Data Sources: - City of Denton 2018 Water and Wastewater Impact Fee Study 3.12 September 2018 City of Denton, Texas -year growth projections and the resulting wastewater flow projections, wastewater service will be required for an additional 12,041 single family equivalents. The calculation is as follows: A single family equivalent (SFE), which is a unit of development that discharges approximately 299 gallons per day (GPD), is a typical residential connection that uses a 5/8x3/4-inch meter. Table 3.7. 10-year Additional Single-Family Equivalent Calculation Average Day SFE Flow Demand Projected SFEs 1 Year (MGD) (GPD) 2018 15.6 299 52,174 2028 19.2 299 64,215 10-year Additional SFEs 12,041 (1) Data Sources: - City of Denton Impact fee law allows for a credit calculation to credit back the utility revenues or ad valorem taxes that are allocated for paying a portion of future capital improvements. The intent of this credit is to prevent the City from double charging development for future capital improvements via impact fees and utility rates. If the City chooses not the do a financial analysis to determine the credit value they are required by law to reduce the recoverable cost by 50 percent. The City chose to perform a financial analysis. Newgen Strategies and Solutions, LLC. has detailed the credit calculation in the Wastewater Appendix. 2018 Water and Wastewater Impact Fee Study 3.13 September 2018 City of Denton, Texas A breakdown of the 10-year recoverable costs and the associated impact fee per SFE is as follows: 1 Table 3.8. 10-year Recoverable Cost Breakdown Recoverable Impact Fee CIP Costs $49,714,840 Financing Costs $ 21,231,253 Existing Fund Balance $ (2,194,686) Interest Earnings $ (8,627,092) Pre Credit Recoverable Cost for Impact Fee $ 60,124,315 Credit for Utility Revenues $ (3,337,470) Maximum Recoverable Cost for Impact Fee $ 56,786,844 (1) Per Newgen Strategies and Solutions, LLC financial analysis, see Wastewater Appendix Summary of Wastewater Impact Fee Determination Impact fee per SFE = 10-year recoverable costs 10-year additional SFEs 10-year recoverable costs = $56,786,844 Impact fee per SFE = $56,786,844 12,041 Impact fee per SFE = $4,716 Therefore, the maximum assessable impact fee per SFE is $4,716. 2018 Water and Wastewater Impact Fee Study 3.14 September 2018 City of Denton, Texas For a development that requires a different size meter, a single-family equivalent is established at a multiplier based on its capacity with respect to the 5/8-inch meter. The maximum impact fee that could be assessed for other meter sizes is based on the Equivalency Table (Table 3.9). Table 3.9. Maximum Assessable Wastewater Impact Fee by Meter Size Single Maximum Meter Family Assessible Size 1 Equivalent Impact Fee 1 $4,716 2.5 $11,790 1- 5 $23,580 8 $37,728 22.5 $106,110 50 $235,800 100 $471,600 200 $943,200 325 $1,532,700 (1) Data Sources: - City of Denton Code of Ordinances, Chapter 26, Article VI, Exhibit F 2018 Water and Wastewater Impact Fee Study 3.15 September 2018 City of Denton, Texas WASTEWATER APPENDICES 2018 Water and Wastewater Impact Fee Study 3.16 September 2018 City of Denton, Texas City of Denton - 2018 Wastewater Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Assumptions Wastewater Service Area Existing Fund Balance 0$ 2,194,686 Existing Number of Service Units 1 52,174 Total Number of Services Units for Planning Period 2 64,215 Additional Service Units Added During Planning Period 3 12,041 (Line 2 - Line 1) Total Cost of the Wastewater Impact Fee CIP 4$ 156,586,808 Recoverable Cost for Impact Fee Planning Period 5$ 49,714,840 Percent Recoverable for Wastewater Impact Fee Planning Period 631.75% (Line 5 / Line 4) Financing Costs (From Financial Analysis) 7$ 21,231,253 Interest Earnings (From Financial Analysis) 8$ (8,627,092) Recoverable Cost of Wastewater Impact Fee and Financing Costs Less Balance 9$ 60,124,315 (Line 5 + Line 7 + Line 8 - Line 0) Pre-Credit Maximum Fee (Line 9 / Line 3) 10$ 4,993 Credit for Utility Revenues 11$ (3,337,470) (From Financial Analysis) Recoverable Cost of Wastewater Impact Fee and Financing 12$ 56,786,844 (Line 9 + Line 11 ) Maximum Assessable Fee 13$ 4,716 ( Line 12 / Line 3) SUMMARY OF WASTEWATER IMPACT FEE DETERMINATION Wastewater Service Area Recoverable Impact Fee CIP Costs$49,714,840Table 3.3 Financing Cost21,231,253See Detail Below Existing Fund Balance(2,194,686)Wastewater Appendices - page 1 Interest Earnings(8,627,092)Wastewater Appendices - page 3 Pre Credit Recoverable Cost for Impact Fee$60,124,315Sum of Above Credit for Utility Revenues(3,337,470)Wastewater Appendices - page 6 Maximum Recoverable Cost for Impact Fee$56,786,844 Recoverable Impact Fee CIP Costs: Represents the portion of capital improvement costs that are eligible for funding through impact fees. Reference is Table 3.3 Wastewater Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost Financing Costs: Represents the interest costs associated with debt financing the new impact fee project costs. Interest costs are derived from existing debt issues and forecasted debt issues. New Annual Debt Service$31,493,383Wastewater Appendices - page 2 Existing Annual Debt Service39,380,935Wastewater Appendices - page 2 Principal Component (New and Existing Debt)(49,643,065)Wastewater Appendices - page 1 Financing Costs$21,231,253 Existing Fund Balance: Represents impact fee revenue collected but not yet expended. Some projects that are included in the 2018 Impact Fee Update were also included in prior Impact Fee Updates. To avoid charging twice for the same project, the impact fee revenues collected but yet to be expended (i.e. fund balance) are credited against the recoverable costs. Reference is page 1 of Wastewater Appendices. Interest Earnings Represents the interest earned on cash flows and assumes a 1.89% annual interest rate. The Impact Fee Statute states that interest earnings are funds of the impact fee account and are held to the same restrictions as impact fee revenues. Therefore in order to recognize that interest earnings are used to fund capital improvements, interest earnings are credited against the recoverable costs. Reference is the sum of Accumulated Interest on page 3 of Wastewater Appendices. Pre Credit Recoverable Cost for Impact Fee Represents Recoverable Impact Fee CIP Costs plus Financing Costs less Existing Fund Balance and Interest Earnings. Credit for Utility Revenues In 2001, the Impact Fee Statute was amended to include a credit for ad valorem and utility revenues generated by new service units during the ten-year timeframe that are used to fund impact fee eligible projects for which the new service units were charged an impact fee. The intent of this amendment is to avoid double-charging the new service units for impact fee capital improvements. The credit recognizes utility revenues used to fund the debt service of debt financed impact fee eligible projects. Reference is page 6 of Wastewater Appendices. Maximum Recoverable Cost for Impact Fee: Represents Pre Credit Recoverable Cost for Impact Fee less Credit for Utility Revenues. This is the maximum cost that can be recovered through impact fees. 2018 Wastewater Impact Fee Update Wastewater Appendices City of Denton, Texas City of Denton - 2018 Wastewater Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Assumptions Wastewater Service Area I. General Assumptions (1) Annual Interest Rate on Deposits 1.89% (2) Annual Service Unit Growth 1,204 (3) Existing Fund Balance $2,194,686 (4) Portion of Projects Funded by Existing Debt $30,169,296 (5) Non-debt Funded Project Cost 71,775 (6) New Project Cost Funded Through New Debt 19,473,769 (7) Total Recoverable Project Cost $49,714,840 II. New Debt Issues Assumptions (8)(9) PrincipalInterest YearTerm 1$1,947,3774.65%20 21,947,3775.00%20 31,947,3775.00%20 41,947,3775.00%20 51,947,3775.00%20 61,947,3775.25%20 71,947,3775.25%20 81,947,3775.25%20 91,947,3775.25%20 101,947,3775.25%20 Total$19,473,769 III. Capital Expenditure Assumptions Annual Capital (10) Expenditures Year 1$980,866 21,954,554 31,954,554 41,954,554 51,954,554 61,954,554 71,954,554 81,954,554 91,954,554 102,928,243 Total$19,545,544 (1) Investment Portfolio Yield as of 08/05/2018 (2) Derived from Table 3.1 10-year Additional Single-Family Equivalent Calculation (3) Balance from 09/30/2017 provided by City Staff (4) Per discussions with City Staff and City files (5) From allocation per City Staff; assumes 0% of new project costs funded through sources other than debt (6) This assumes 100% of new project costs funded through new debt issues (7) Table 3.3 Wastewater Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost (8) Assumes new debt issued in equal annual amounts (9) Estimated interest on future debt from City's Financial Advisor April 26, 2018 (10) Assumes new debt proceeds expended over a 2-year timeframe. Non-debt funded capital expenditures allocated in equal annual amounts 2018 Wastewater Impact Fee Update Page 3 of 8Wastewater Appendices City of Denton, Texas City of Denton - 2018 Wastewater Impact Fee Update Capital Improvement Plan for Impact Fees Debt Service and Expense Summary Wastewater Service Area I. New Debt Service Detail Total Annual SeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesSeriesNew Debt Year12345678910Service 1$151,659$-$-$-$-$-$-$-$-$-$151,659 2151,659156,263--------307,922 3151,659156,263156,263-------464,184 4151,659156,263156,263156,263------620,447 5151,659156,263156,263156,263156,263-----776,709 6151,659156,263156,263156,263156,263159,592----936,301 7151,659156,263156,263156,263156,263159,592159,592---1,095,893 8151,659156,263156,263156,263156,263159,592159,592159,592--1,255,485 9151,659156,263156,263156,263156,263159,592159,592159,592159,592-1,415,077 10151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 11151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 12151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 13151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 14151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 15151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 16151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 17151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 18151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 19151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 20151,659156,263156,263156,263156,263159,592159,592159,592159,592159,5921,574,669 21-156,263156,263156,263156,263159,592159,592159,592159,592159,5921,423,010 22--156,263156,263156,263159,592159,592159,592159,592159,5921,266,748 23---156,263156,263159,592159,592159,592159,592159,5921,110,485 24----156,263159,592159,592159,592159,592159,592954,222 25-----159,592159,592159,592159,592159,592797,960 26------159,592159,592159,592159,592638,368 27-------159,592159,592159,592478,776 28--------159,592159,592319,184 29---------159,592159,592 $3,033,179$3,125,251$3,125,251$3,125,251$3,125,251$3,191,840$3,191,840$3,191,840$3,191,840$3,191,840$31,493,383 II. Summary of Annual Expenses NewExisting AnnualAnnualAnnualAnnual DebtCapitalBondDebtAnnualTotal (1)(2)(2)(3)(4) ServiceExpendituresProceedsServiceCredit YearExpense 1$151,659$980,866$(1,947,377)$1,969,047$(47,839)$1,106,356 2307,9221,954,554(1,947,377)1,969,047(100,461)2,183,685 3464,1841,954,554(1,947,377)1,969,047(157,558)2,282,851 4620,4471,954,554(1,947,377)1,969,047(218,845)2,377,826 5776,7091,954,554(1,947,377)1,969,047(284,062)2,468,872 6936,3011,954,554(1,947,377)1,969,047(353,375)2,559,151 71,095,8931,954,554(1,947,377)1,969,047(426,276)2,645,842 81,255,4851,954,554(1,947,377)1,969,047(502,554)2,729,155 91,415,0771,954,554(1,947,377)1,969,047(582,017)2,809,284 101,574,6692,928,243(1,947,377)1,969,047(664,485)3,860,097 111,574,669--1,969,047-3,543,716 121,574,669--1,969,047-3,543,716 131,574,669--1,969,047-3,543,716 141,574,669--1,969,047-3,543,716 151,574,669--1,969,047-3,543,716 161,574,669--1,969,047-3,543,716 171,574,669--1,969,047-3,543,716 181,574,669--1,969,047-3,543,716 191,574,669--1,969,047-3,543,716 201,574,669--1,969,047-3,543,716 211,423,010----1,423,010 221,266,748----1,266,748 231,110,485----1,110,485 24954,222----954,222 25797,960----797,960 26638,368----638,368 27478,776----478,776 28319,184----319,184 29159,592----159,592 $31,493,383$19,545,544$(19,473,769)$39,380,935$(3,337,470)$67,608,623 (1) Wastewater Appendices - page 2 Section I (2) Wastewater Appendices - page 1 (3) Actual timing of payment varies. Calculated P&I above assumes City's estimated average cost of outstanding system debt and constant annual debt service payments. (4) Wastewater Appendices - page 6 2018 Wastewater Impact Fee Update Page 4 of 8Wastewater Appendices City of Denton, Texas City of Denton - 2018 Wastewater Impact Fee Update Capital Improvement Plan for Impact Fees Revenue Test Wastewater Service Area ImpactEstimated ImpactServiceFeeAnnualAccumulatedFund YearFeeUnitsRevenueExpensesSub-TotalInterestBalance Initial$2,194,686 1$4,7161,204$5,678,684$1,106,356$4,572,328$84,6576,851,671 24,7161,2045,678,6842,183,6853,495,000162,46410,509,135 34,7161,2045,678,6842,282,8513,395,834230,62814,135,597 44,7161,2045,678,6842,377,8263,300,858298,24517,734,700 54,7161,2045,678,6842,468,8723,209,813365,38321,309,896 64,7161,2045,678,6842,559,1513,119,534432,07724,861,507 74,7161,2045,678,6842,645,8423,032,843498,35828,392,708 84,7161,2045,678,6842,729,1552,949,529564,28631,906,523 94,7161,2045,678,6842,809,2842,869,400629,91635,405,839 104,7161,2045,678,6843,860,0971,818,587686,10237,910,528 11---3,543,716(3,543,716)682,76835,049,580 12---3,543,716(3,543,716)628,71632,134,580 13---3,543,716(3,543,716)573,64329,164,507 14---3,543,716(3,543,716)517,52926,138,320 15---3,543,716(3,543,716)460,35623,054,960 16---3,543,716(3,543,716)402,10219,913,346 17---3,543,716(3,543,716)342,74716,712,377 18---3,543,716(3,543,716)282,27113,450,933 19---3,543,716(3,543,716)220,65310,127,869 20---3,543,716(3,543,716)157,8706,742,024 21---1,423,010(1,423,010)113,9355,432,948 22---1,266,748(1,266,748)90,6784,256,879 23---1,110,485(1,110,485)69,9353,216,329 24---954,222(954,222)51,7522,313,858 25---797,960(797,960)36,1781,552,076 26---638,368(638,368)23,293937,001 27---478,776(478,776)13,180471,405 28---319,184(319,184)5,891158,112 29---159,592(159,592)1,480- 56,786,84567,608,6238,627,092 2018 Wastewater Impact Fee Update Page 5 of 8Wastewater Appendices City of Denton, Texas City of Denton - 2018 Wastewater Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Calculation Wastewater Service Area Future Value Escalation Number ofInterestRecovery Years toRateFeeAnnual Service UnitsAnnual Expense YearEnd of PeriodFactorFactorActualEscalatedActualEscalated 129 1.7048 1.0000 1,204 2,053$ 1,106,356$ 1,886,159 228 1.6732 1.0000 1,204 2,015 2,183,685 3,653,800 327 1.6422 1.0000 1,204 1,977 2,282,851 3,748,900 426 1.6118 1.0000 1,204 1,941 2,377,826 3,832,462 525 1.5819 1.0000 1,204 1,905 2,468,872 3,905,420 624 1.5525 1.0000 1,204 1,869 2,559,151 3,973,164 723 1.5237 1.0000 1,204 1,835 2,645,842 4,031,586 822 1.4955 1.0000 1,204 1,801 2,729,155 4,081,424 921 1.4678 1.0000 1,204 1,767 2,809,284 4,123,354 1020 1.4405 1.0000 1,204 1,735 3,860,097 5,560,637 1119 1.4138 1.0000 - - 3,543,716 5,010,218 1218 1.3876 1.0000 - - 3,543,716 4,917,315 1317 1.3619 1.0000 - - 3,543,716 4,826,135 1416 1.3366 1.0000 - - 3,543,716 4,736,645 1515 1.3118 1.0000 - - 3,543,716 4,648,815 1614 1.2875 1.0000 - - 3,543,716 4,562,614 1713 1.2636 1.0000 - - 3,543,716 4,478,011 1812 1.2402 1.0000 - - 3,543,716 4,394,977 1911 1.2172 1.0000 - - 3,543,716 4,313,482 2010 1.1946 1.0000 - - 3,543,716 4,233,498 219 1.1725 1.0000 - - 1,423,010 1,668,476 228 1.1508 1.0000 - - 1,266,748 1,457,718 237 1.1294 1.0000 - - 1,110,485 1,254,202 246 1.1085 1.0000 - - 954,222 1,057,733 255 1.0879 1.0000 - - 797,960 868,118 264 1.0677 1.0000 - - 638,368 681,617 273 1.0479 1.0000 - - 478,776 501,733 282 1.0285 1.0000 - - 319,184 328,286 291 1.0094 1.0000 - - 159,592 161,100 18,897$ 92,897,599 Annual Interest Rate:1.89% Present Value of Initial Impact Fee Fund Balance$ 2,194,686 Total Escalated Expense for Entire Period$ 92,897,599 Less Future Value of Initial Impact Fee Fund Balance 3,776,602 Sub-Total$ 89,120,997 Total Escalated Service Units 18,897 Impact Fee for Wastewater Service Area$ 4,716 2018 Wastewater Impact Fee Update Page 6 of 8Wastewater Appendices City of Denton, Texas City of Denton - 2018 Wastewater Impact Fee Update Capital Improvement Plan for Impact Fees Impact Fee Project Funding Wastewater Service Area (2) Cost InImpact FeeDebt FundedNon-DebtImpact Fee (1)(1)(1)(2) Impact Fee Project NameService Area NoteRecoverable CostExistingProposedFundedRecoverable Cost $ 1,552,898 A $ 217,406 $ 217,406 $ - $ - $ 217,406 South Wet Weather Lift Station & Detention Pond 1,277,970 B 24,282 24,282 - - 24,282 Cooper Creek Interceptor III 3,898,807 A 296,310 296,310 - - 296,310 Cooper Creek Outfall (Loop 288) 902,329 B 11,731 11,731 - - 11,731 Eagle Drive Sewer 398,450 A 164,560 164,560 - - 164,560 Krum Sewer Line 5,004,952 A 575,570 575,570 - - 575,570 Graveyard Branch Interceptor 1,111,495 B 45,572 45,572 - - 45,572 Hickory Creek Outfall 156,592 B 2,349 2,349 - - 2,349 Leatherwood Interceptor 326,474 B 42,116 42,116 - - 42,116 Parvin Sewer Line 3,363,189 A 134,528 134,528 - - 134,528 Pecan Creek Interceptor (Ph 1 & 2) 1,975,672 A 266,716 266,716 - - 266,716 Pecan Creek Interceptor I 1,862,175 B 100,558 100,558 - - 100,558 Pecan Creek Interceptor II 3,079,149 B 150,879 150,879 - - 150,879 Pecan Creek Interceptor III 978,285 B 54,784 54,784 - - 54,784 Pecan Creek Interceptor IV 39,528,174 A 5,929,227 5,929,227 - - 5,929,227 Pecan WRP (15MGD) 30,005,125 A 21,003,588 21,003,588 - - 21,003,588 Pecan WRP Expansion (6MGD) 854,774 A 517,994 517,994 - - 517,994 Roark Branch Interceptor 1,660,869 A 152,800 152,800 - - 152,800 State School Interceptor I 3,326,406 B 362,579 362,579 - - 362,579 State School Interceptor II 2,823,082 B 115,747 115,747 - - 115,747 US 380 Utility Relocations 965,735 B 26,075 - - 26,075 26,075 Woodhaven Interceptor 278,530 C 16,990 - 16,990 - 16,990 Audra Interceptor 433,078 C 30,749 - 30,749 - 30,749 Ave G Interceptor 191,746 C 152,247 - 152,247 - 152,247 Bonnie Brae Connector 1,886,106 C 1,101,486 - 1,101,486 - 1,101,486 Bonnie Brae Relocation 438,623 C 14,036 - 14,036 - 14,036 Carroll Ave Interceptor 15,000,000 C 2,400,000 - 2,400,000 - 2,400,000 Clear Creek Interceptor 2,632,000 C 231,616 - 231,616 - 231,616 Cooper Creek Interceptor I 1,128,000 C 41,736 - 41,736 - 41,736 Cooper Creek Interceptor II 1,144,159 C 41,190 - 41,190 - 41,190 Dry Fork Hickory Creek Tributary 1 Interceptor 677,674 C 25,752 - 25,752 - 25,752 Elm Street Sewer Replacements 1,447,500 C 324,240 - 324,240 - 324,240 Hickory Creek Interceptor I 8,102,500 C 3,281,513 - 3,281,513 - 3,281,513 Hickory Creek Interceptor II 2,875,433 C 1,184,678 - 1,184,678 - 1,184,678 Hickory Creek Interceptor III 1,267,658 C 117,892 - 117,892 - 117,892 Hickory Creek Interceptor IV 9,900,000 C 9,533,700 - 9,533,700 - 9,533,700 Hickory Creek Lift Station Detention Facility 125,820 C 7,927 - 7,927 - 7,927 Mulberry Interceptor 159,680 C 90,219 - 90,219 - 90,219 Ranch View Interceptor (Oversize) 3,800,000 C 877,800 - 877,800 - 877,800 West Peak Flow Detention Lift Station and Pond 45,700 C 45,700 - - 45,700 45,700 Wastewater Impact Fee Report Preparation $ 156,586,808 $ 49,714,840 $ 30,169,296 $ 19,473,769 $ 71,775 $ 49,714,840 Total (1) Table 3.3 Wastewater Impact Fee Capital Improvements Project Cost and 10-Year Recoverable Cost (2) Per discussions with City staff and City files Project Note A: Project costs from 2013 study Project Note B: Costs of projects completed since 2013 per City Staff Project Note C: Proposed projects in 2018 dollars 2018 Wastewater Impact Fee Update Page 7 of 8Wastewater Appendices City of Denton, Texas City of Denton - 2018 Wastewater Impact Fee Update Capital Improvement Plan for Impact Fees Credit Determination Wastewater Service Area (1) 2018 Service Units 52,174 (1) Ten Year Growth in Service Units 12,041 10years Annual Growth in Service Units1,204 12345678910Total (2) Debt Service for Debt Funded Projects Eligible for Impact Fees $2,120,706$2,276,968$2,433,231$2,589,493$2,745,756$2,905,348$3,064,940$3,224,532$3,384,124$3,543,716$28,288,814 Net Impact Fee Eligible Debt Service Funded by Other Sources$2,120,706$2,276,968$2,433,231$2,589,493$2,745,756$2,905,348$3,064,940$3,224,532$3,384,124$3,543,716$28,288,814 Current Service Units53,37854,58255,78656,99058,19559,39960,60361,80763,01164,215 Total Net Impact Fee Eligible Debt Service Funded by Other$39.73$41.72$43.62$45.44$47.18$48.91$50.57$52.17$53.71$55.19 Sources per Service Unit Annual Growth in Service Units (Cumulative)1,2042,4083,6124,8166,0217,2258,4299,63310,83712,041 Annual Wastewater Rate Revenue Generated by Service Unit for Net Impact Fee Eligible Debt Service Funded by Other Sources$47,839$100,461$157,558$218,845$284,062$353,375$426,276$502,554$582,017$664,485$3,337,470 Credit Amount$3,337,470 (1) Derived from Table 3.1 10-year Additional Single-Family Equivalent Calculation (2) Wastewater Appendices - page 2 Section II 2018 Wastewater Impact Fee Update Page 8 of 8Wastewater Appendices City of Denton, Texas EXHIBIT B Exhibit B. Water Equivalency Table Zone 2 Zone 1A SingleZone 1B Maximum Maximum Meter FamilyMaximumAssessable Assessable Size 1 EquivalentAssessableImpact Fee Impact Fee Impact Fee 5/8 x ĒÒ 1 $3,569 $5,352 $7,638 1Ò 2.5 $8,923 $13,380 $19,095 1-1/2Ò 5 $17,845 $26,760 $38,190 2Ò 8 $28,552 $42,816 $61,104 3Ò 22.5 $80,303 $120,420 $171,855 4Ò 50 $178,450 $267,600 $381,900 6Ò 100 $356,900 $535,200 $763,800 8Ò 200 $713,800 $1,070,400 $1,527,600 10Ò 325 $1,159,925 $1,739,400 $2,482,350 Wastewater Equivalency Table MeterSingleMaximum SizeFamilyAssessable 1 EquivalentImpact Fee 5/8x3/4Ò 1 $4,716 1Ò 2.5 $11,790 1 Ï ĐÒ5 $23,580 2Ò 8 $37,728 3Ò 22.5 $106,110 4Ò 50 $235,800 6Ò 100 $471,600 8Ò 200 $943,200 10Ò 325 $1,532,700 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-013,Version:1 AGENDA CAPTION Considerapprovalofaresolutionacceptingthevisions,goals,recommendations,andimplementationstrategies proposedintheOakGatewayAreaPlanwhichcoversanareagenerallylocatedSouthofPanhandleStreet, NorthofInterstate35,EastofBonnieBraeStreet,andWestofCarrollBoulevard(“OakGatewayArea”);and, providing an effective date. City of DentonPage 1 of 1Printed on 2/1/2019 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: January 15, 2019 SUBJECT Consider approval of a resolution accepting the visions, goals, recommendations, and implementation strategies proposed in the Oak Gateway Area Plan which covers an area generally located South of Panhandle Street, North of Interstate 35, East of Bonnie Brae Street, and West of Carroll Boulevard (Oak Gateway Area); and, providing an effective date. BACKGROUND On January 26, 2016, City Council directed staff to update the Fry Street Small Area Plan. Upon further evaluation, it was determined that the area affected by development pressures was broader, which resulted in an expansion of the planning area from approximately 97 acres to approximately 1,200 acres. A map of the Oak Gateway Area Plan Boundary is attached as Exhibit 2. The planning area is primarily comprised of single-family and multi-family residential uses, with retail and commercial development along major roadways. The Oak Hickory Historic District, West Oak Historic District and the University of North Texas (UNT) campus are situated in the planning area. Small Area Planning allows long term planning for specific areas in the city and allows for citizens and other stakeholders to provide input, create a shared vision, and influence future development policies for a specific area. An important component of the implementation of the Denton Plan 2030 is subsequent Small Area Planning. While the Denton Plan 2030 provides goals, policies and strategies applicable at the scale of the community, city and region, it is limited in its ability to address the planning and development issues at the scale of individual neighborhoods, districts, centers, or corridors. Small Area Planning addresses the issues of a specific area regardless of the size of the area. A Small Area Plan is a document that is prepared for a delineated area that addresses specific issues and challenges with more detailed goals, recommendations, actions and strategies than what is provided in the Denton Plan 2030. The Small Area Plan can recommend new Overlay Districts, recommend areas for city- initiated re-zonings, recommend code amendments, and recommend for capital improvement projects to be focused within an area. Small area plans cover a specific geographic area that often has a cohesive set of characteristics that citizens and other stakeholders of the area want to protect and/or enhance. On May 2, 2017, the City Council directed staff to solicit and recommend a professional services agreement to the City Council for consultant services to develop a small area plan. On August 1, 2017, the City Council approved an ordinance authorizing an agreement for professional planning services with Fregonese Associates related to the development of the Oak Gateway Area Plan and implementation strategy. On September 13, 2017 the Oak Gateway Area Plan work officially began with a kickoff meeting with the project management team, and continued with a meeting with the Technical Advisory Committee, and then with a tour of the planning area. Following the kickoff meeting several stakeholder interviews were held with members of City Council, Planning and Zoning Commission, Historic Landmark Commission, residents, property owners, business owners, City Management, City Departments, DCTA representatives, DISD representatives, business owners, students, bicyclists, the development community, and other stakeholders. On October 10, 2017, the City Council determined that it would be advisable to create a Steering Committee composed of appointed individuals. On November 7, 2017, the City Council approved a resolution authorizing the creation of the Small Area Plan Steering Committee and approved the following appointments to the Small Area Plan Steering Committee: 1. Amber Briggle Business Owner 14. Lee Ramsey Builder 2. Brandon Martino - Property 15. Margie Ellis Other Owner/Developer 16. Michelle Lynn - Resident 3. Brent Erskin Business Owner 17. Pati Haworth Other 4. Casey Cavalier Resident 18. Patrice Lyke Resident/Neighborhood 5. Christopher Walker Bicyclist Group Leader 6. Daniel Abasolo Other 19. Paul Meltzer Resident 7. Dave Reynolds UNT 20. Peggy Capps Resident 8. Erin Piper Resident 21. Randy Hunt - Resident/Neighborhood Group 9. Jason Cole Other Leader 10. James Davis UNT 22. Sonia Vazquez Bicyclist 11. Jim Cline - DCTA 23. Taylor Willis Student Representation 12. Jim Owen Other 24. Willie Hudspeth - Business Owner 13. Kim McKibben Business Owner After a series of Steering Committee meetings, on February 22, 2018, the City hosted a Community Workshop for the Oak Gateway Area Plan where over 125 people attended the event. Included were Steering Committee members who help facilitated, heard, and observed input from the community. The purpose of the workshop was to gather as much information from the community on the following six (6) topic areas: Sub-area 1 Sub-area 2 Sub-area 3 Mobility Solutions Parking Solutions Streets and Corridors A map of the three sub-areas is attached as Exhibit 3. At the beginning of the Community Workshop there was a presentation to provide citizens a short overview of the project and to present background information on the planning area. Following the presentation, an instant polling exercise was conducted where attendees provided input using a key pad. Below are some of the questions that were asked: What is your connection to the Oak Gateway area? If you could do just one thing for the Oak Gateway area, what would be your top priority for economic development? What is the most important outcome for Sub-area 1? What is the most important outcome for Sub-area 2? What is the most important outcome for Sub-area 3? A copy of the presentation and results of the instant polling is attached as Exhibit 4. A summary of the boards and comments cards from the Community Workshop is attached as Exhibit 5. There were many different stakeholders in attendance at the Community Workshop, from property owners, residents, business owners, developers, students, and bicyclists, to citizens who were just interested in learning about the Plan. A copy of the sign-in sheets from the Community Workshop is attached as Exhibit 6. The Steering Committee members, staff, and our consultants were there to facilitate the discussion at the six (6) topic area exercise stations. The stations were set up with informational boards, maps, post-its, stickers, markers, comment cards, etc. to make sure that we were able to gather as much input as possible. The input gathered was later compiled and summarized, and was used by the Steering Committee to formulate draft visions, goals and recommendations. Following a series of Steering Committee meetings, on June 12, 2018 the City Council received an update on the Area Plan. At that meeting it was explained that attendance at the Steering Committee meetings has slowly decreased, with only a few members attending regularly. Council directed staff to contact the Steering Committee members that had not attended regularly and to ask for their availability to serve. If the response was that certain members are not able to serve, Council directed staff to bring forward an item for Council to nominate and approve replacements for those members. After the meeting, staff contacted Committee members and eight responded that they are no longer able to serve. On August 14, 2018, the City Council during a work session decided to seek nominations and appoint members to fill the vacancies of those eight members. During the next couple of meetings, the City Council approved appointments to the Committee. Those appointments along with the Council members that appointed them are listed below: Keri Caruthers Other (Briggs) Sharukh Mithani Resident (Meltzer) Vanessa Reams Resident (Armintor) Teresa Rogers UNT (staff) Gudrun Raschen - Other (Armintor) Gabrielle Tilley - Student Representation (Hudspeth) Christopher Wilkins Resident (Meltzer) Even with the newly appointed members, the Committee meeting attendance was still not enough to meet quorum. On October 9, 2018, City Council amended a resolution reducing the required membership from 24 to 17 Committee members. Since the required membership was reduced, the Committee has had enough members at the meetings to meet quorum, and they were able to work on finalizing the vision statements, goals, and recommendations for each sub-area. On November 15, 2018, the City hosted a Public Open House on the Oak Gateway Area Plan in the Calhoun Middle School cafeteria where over 40 people attended. The purpose of this meeting was to provide the public an opportunity to review and provide feedback on the draft visions, goals, and recommendations for each of the sub-areas. The draft visions, goals, and recommendations were printed on boards and attendees were given markers and comment cards. Attendees were encouraged to provide their feedback by marking up the boards and filling out comments cards. The feedback received was then used to confirm, revise, and add to the draft visions, goals, and recommendations. Scan images of the comments cards received from the Public Open House are attached as Exhibit 7. In addition, a copy of the sign-in sheets from the Public Open House is attached as Exhibit 8. Following the Public Open House, the goals and recommendations were updated and the Oak Gateway Area Plan implementation strategy was drafted. The draft implementation strategy provides the vision, goals and priority recommendations for the entire planning area, as well as specific visions, goals and recommendations for each three (3) subareas. The implementation strategy lists the priority recommendations; the recommended implementation timing for the recommendations (short-, medium-, or long-term); the implementing agency; the cost (where available) and which projects are catalyst projects. Catalyst projects are the highest priority projects which will stimulate additional private improvements in the area. The recommended implementation timing responds to the following time frame: Short Term: 0 to less than 3 years Medium Term: 3 to less than 5 years Long Term: 5 or more years Goals and recommendations are provided for each sub-area, and include the following topics: Land Use, Community Design, Mobility, Parking, and Services. A copy of the draft implementation strategy is attached as Exhibit 9. Recommended catalyst projects, in no particular order, include the following recommendations: Create an Overlay District for the Scripture Street area that promotes walkability and ensures revitalization and reinvestment projects are in scale with the area through a Form Based Code format. Refer to Exhibit 3 - Sub-area Map. Create an Overlay District for the Oak/Hickory Street area that promotes walkability and ensures revitalization and reinvestment projects are in scale with the area through a Form Based Code format. Refer to Exhibit 3 - Sub-area Map. Make improvements to existing parks and identify new parks opportunities, such as the UNT property on Bradley Street, the future decommissioned DME property on the northwest corner of Bonnie Brae and Hickory Street, and pocket parks. Create a Parking Benefit District on Oak/Hickory/Fry Streets. Evaluate costs/benefits of parking enforcement provided by the District vs enforcement by the Police Department. Refer to Exhibit 3 - Sub-area Map. Identify parking spaces and non-parking areas with paint markings. Create and expand open space on city-owned properties. This should include any excess properties purchased as part of the Bonnie Brae widening project and the future decommissioned DME property on the northwest corner of Bonnie Brae and Hickory Street. Designate the Collins area as an Overlay District (Fannin/Avenue A/Greenlee/Bernard). Refer to Exhibit 3 - Sub-area Map. Designate the Sycamore area as a Historic Conservation District (Mulberry/Bernard/Prairie/Carroll). Refer to Exhibit 3 - Sub-area Map. Expand two-way stop at Bernard and Collins to a four-way stop. Repair existing street lights and install street lights where lighting is needed in the area. With residents, explore and consider residential districts that may be suitable for visitor parking tag requirements (evaluated block-by-block). Encourage Neighborhood Groups to participate in implementation of the Oak Gateway Area Plan recommendations. On November 29, 2018 and December 6, 2018, the Oak Gateway Area Plan Steering Committee reviewed the draft visions, goals, and recommendations, and implementation strategy and recommended approval (11-0). OPTIONS 1. Approve as submitted 2. Approve subject to conditions 3. Deny 4. Postpone consideration 5. Table item RECOMMENDATION The Planning and Zoning Commission recommends approval of the draft visions, goals, and recommendations, and implementation strategy proposed in the Oak Gateway Area Plan (6-0). The Oak Gateway Area Plan Steering Committee recommends approval of the draft visions, goals, and recommendations, and implementation strategy proposed in the Oak Gateway Area Plan (11-0). Staff recommends approval of the draft visions, goals, and recommendations, and implementation strategy. PRIOR ACTION/REVIEW (Council, Boards, Commissions) January 26, 2016 - Council directed staff to update the Fry Street Small Area Plan. May 2, 2017- City Council recommended approval for staff to solicit and recommend a professional services agreement to the City Council for consultant services to develop a small area plan. August 1, 2017 City Council approved an ordinance authorizing a Professional Services Agreement for professional planning services with Fregonese Associates related to the development of the Small Area Plan and implementation strategy. October 10, 2017 - the City Council gave direction to establish a Steering Committee. November 7, 2017 - the City Council approved a resolution authorizing the creation of the Small Area Plan Steering Committee and approved appointments to the Small Area Plan Steering Committee. June 12, 2018 City Council receive a report and held a discussion regarding the status of the Oak Gateway Area Plan. August 14, 2018 City Council receive a report, held a discussion, and gave staff direction on the composition of the Oak Gateway Area Plan Steering Committee. October 9, 2018 - City Council amended a resolution reducing the required membership from 24 to 17 Committee members. December 6, 2018 Oak Gateway Area Plan Steering Committee held a public meeting and provided a recommendation. December 12, 2018 Planning and Zoning Commission held a public hearing and provided a recommendation. STRATEGIC PLAN RELATIONSHIP -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family-Friendly Community Related Goal: 4.2 Seek clean and healthy neighborhoods in Denton EXHIBITS 1. Agenda Information Sheet 2. Oak Gateway Area Plan Boundary Map 3. Sub-Areas Map 4. Community Workshop Presentation and Install Polling Results 5. Community Workshop Summary of Boards and Comment Cards 6. Community Workshop Sign-in Sheets 7. Public Open House Comment Cards 8. Public Open House Sign-in Sheets 9. Draft Oak Gateway Area Plan Implementation Strategy 10. Draft Resolution 11. Presentation Respectfully submitted: Richard Cannone, AICP Deputy Director/Director of Planning Prepared by: Ron Menguita, AICP Principal Planner Oak Gateway Area Plan Boundary Map W SYCAMORE ST CHESTNUT ST W HIGHLAND ST WILSHIRE ST I35E MARGIE ST 377 I35W OAKWOOD DR 02505001,000 Feet Oak Gateway Area Plan BoundaryFreeway µ UNT PropertyPrimary Major Arterial West Oak Historic DistrictParcels Oak Hickory Historic District Date: 12/4/2018 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. OakGatewayAreaPlan DRAFTImplementationStrategy Thisimplementationstrategyprovidesthevision,goalsandpriorityrecommendationsfortheentireplanning area,aswellasspecificvisions,goalsandrecommendationsforeachthree(3)subareas.Theimplementation strategyliststhepriorityrecommendations;therecommendedimplementationtimingforthe recommendations(short,medium,orlongterm);theimplementingagency;andwhichprojectsarecatalyst projects.Catalystprojectsarethehighestpriorityprojectsthatwillstimulateadditionalprivateimprovements inthearea. Therecommendedimplementationtimingreferstothefollowingtimeframe: ShortTerm:0tolessthan3years MediumTerm:3tolessthan5years LongTerm:5ormoreyears Goalsandrecommendationsareprovidedforeachsubareaandincludethefollowingtopics:LandUse, CommunityDesign,Mobility,Parking,andServices. Area1Vision:Astable,walkableneighborhoodinwhichtolive,work,andplay,aplaceinwhichtheğƩĻğƭ historiccharacteriscelebratedandpreservedwhileallowingopportunitiesforrevitalizationthatare contextuallycompatibleinuse,scale,anddesign. Area1LandUseGoals CATALYST RECOMMENDATIONTIMINGAGENCY PROJECT AREA1LU1:ProtectexistingHistoricDistrictsandidentifypotentialnewHistoricDistrictsinthearea. a.ExpandexistinglocalHistoricDistrictsinareasthatshare Medium similarhistoriccontext. Short b.EstablishNationalRegisterDistrictsinthearea. c.Protecttheuniquecharacteristicsofexistingneighborhoods andstructuresthroughtheestablishmentofHistoricDistricts Short orSpecialPurposeOverlayDistricts.Λ{ĻĻƒğƦƚŅƦƚƷĻƓƷźğƌ ķźƭƷƩźĭƷĬƚǒƓķğƩźĻƭΜ d.Developmentsthatrentbythebedroomisnotamultifamily dwellinguseandshouldbeidentifiedasaseparatelanduse. Short Additionalrentbythebedroomdevelopmentsshouldnotbe allowedinSubarea#1.Λ{ĻĻƒğƦƚŅƭǒĬğƩĻğĬƚǒƓķğƩźĻƭΜ e.AdoptSpecialPurposeOverlayDistrictstoensurethatmulti familydwellingusesarecompatiblewiththeexisting neighborhoodandstructures.Overlaydistrictsshouldhave Short designstandardsthatincludeminimumlotdimensions, minimumsetbacks,maximumheight,maximumlotcoverage, screeningandbuffering,andparkingrequirements. AREA1LU2:CreatemorebusinessesalongScriptureStreet(betweenGoberStreetandPonderAvenue) thatarewalkableandinscalewiththearea. December6,2018DRAFT1 a.Authorizezoningthatrequirelandusesthatarepedestrian Short (DDC scale,walkable,mixeduseandallowsforneighborhood Update) services. b.CreateanOverlayDistrictfortheScriptureStreetareathat promoteswalkabilityandensuresrevitalizationand ShortYes reinvestmentprojectsareinscalewiththeareathrougha FormBasedCodeformat.Λ{ĻĻƒğƦƚŅƚǝĻƩƌğǤķźƭƷƩźĭƷ ĬƚǒƓķğƩźĻƭΜ c.Incentivizeandencouragemixedusedevelopmentwith neighborhoodservinguseslocatedalongScriptureStreet Ongoing (betweenGoberStreetandPonderAvenue)with nonresidentialuseslocatedonthegroundfloor. AREA1LU3:CreatemorebusinessesalongOak/HickoryStreetthatarewalkableandinscalewiththe area. a.Authorizezoningthatrequirelandusesthatarepedestrian Short (DDC scale,walkable,mixeduseandallowsforneighborhood Update) services. b.CreateanOverlayDistrictfortheOak/HickoryStreetareathat promoteswalkabilityandensuresrevitalizationand ShortYes reinvestmentprojectsareinscalewiththeareathrougha FormBasedCodeformat.Λ{ĻĻƒğƦƚŅƚǝĻƩƌğǤķźƭƷƩźĭƷ ĬƚǒƓķğƩźĻƭΜ c.Incentivizeandencouragemixedusedevelopmentwith neighborhoodservinguseslocatedalongOakandHickory Ongoing Street(betweenBonnieBraeStreettoWelchStreet)with nonresidentialuseslocatedonthegroundfloor. Area1CommunityDesignGoals CATALYST RECOMMENDATIONTIMINGAGENCY PROJECT AREA1CD1:Protectneighborhoodsbyensuringrevitalizationandreinvestmentprojectsarecompatible withthesurroundingarea,intermsofaverageheight,setbacks,buffer,aestheticsandintensity. a.Establishzoningthatintegratesappropriatetransitionsbetween Short (DDC newandexistingstructuresintositeandbuildingdesignfor Update) revitalizationandreinvestmentprojects. b.Createagradualtransitioninheightanddensitybetween Short (DDC commercialandresidentialuses,andbetweenresidentialusesof Update) differingintensityorscale. c.Ensurecityzoningstandardsallowfordesiredprojects;modify Ongoing (DDC zoningwhereneededtoencouragerevitalizationand Update) reinvestment. AREA1CD2:Maintainattractiveneighborhoodsandstreetswithstreettreesandstreetscapeamenities thatwelcomeandprovideshadeforresidentsandvisitors. a.Investinstreetscapeimprovementsthatretainsexistingtreesin Medium creationofaunifiedpedestrianenvironment. b.Createguidelinesforstreettreesthatincludesrecommendations Medium forsize,placement,apaletteofappropriateclimateadapted December6,2018DRAFT2 nativeurbantreesandplants,andproceduresforongoing maintenance. Short c.Requirewindows,doorsandentrancesonstreetfacingfacades. (DDC Update) d.CreateSpecialPurposeOverlayDistrictswithlandscapestandards Short forrevitalizationandreinvestmentprojects.Λ{ĻĻƒğƦƚŅ ƦƚƷĻƓƷźğƌķźƭƷƩźĭƷĬƚǒƓķğƩźĻƭΜ e.Makeimprovementstoexistingparksandidentifynewparks opportunities,suchastheUNTpropertyonBradleyStreet,the UNT OngoingYes futuredecommissionedDMEpropertyonthenorthwestcornerof DME BonnieBraeandHickoryStreet,andpocketparks.Λ{ĻĻ ǝźƭǒğƌźǩğƷźƚƓƭΜ Area1MobilityGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA1M1:Providesafeandaccessiblesidewalksandcrosswalkstoservetheneedsofresidentsand businesses. Medium a.Identifygapsandinstallsidewalkswhereneeded. b.IdentifyͻƦƩźƚƩźƷǤpedestrianƩƚǒƷĻƭͼthatconnect walkablekeycorridorstomajordestinationssuchas keyintersections,parksandtrails,majorcommercial Medium developments,andUNT.Prioritizesidewalkand streetscapeimprovementsalongthesepriority pedestrianroutes. c.InstallmidblockcrosswalkonOakStreetbetween Short WelchandFryStreets. d.Makecrosswalksmorevisible.Evaluateraised Medium crosswalksalonglocalandresidentialstreets.Referto /źƷǤƭMobilityPlanforstreetclassificationsinthearea. e.ReviewstreetconditionsaroundCalhounMiddle Schoolandapplytrafficcalmingdeviceswhen MediumDISD applicable.Refertothe/źƷǤƭTrafficCalming procedures. AREA1M2:Improvemobilityinthearea. a.AddaleftturnsignallightatOakandFryStreets Short (northbound). Short b.AddtrafficsignallightatOakandWelchStreets. c.ConvertWelchtoaonewaystreet(southbound) Medium betweenOakandHickoryStreets. Ongoing d.CreateacontiguousbikelanealongHickoryStreet. e.DevelopastreetcrosssectionforHickoryStreet betweenAvenueBandWelchStreetswiththe Ongoing followingimprovements: Provideparallelparkingonbothsidesofthe street, December6,2018DRAFT3 Providesignsandpaintmarkersthatsignifya sharetheroadbiketravellane, Reducethemaximumvehiclespeedlimitto20 milesperhour(mph), Extendcurbsoutatthecornersofthe intersections, Removepedestrianobstaclesfromtherights ofway, Relocateoverheadutilitiesunderground, Addvisible,texturedcrosswalksatthe intersections,and Addsignage,pedestrianscalelighting,street furnitureandstreettreessignifyingthatyou haveenteredapedestrianenvironment. AREA1M3:Improvetrafficsignaloperationsintheareaintermsofstreetlighttimingforvehiclesand pedestrians. Short a.WelchandHickory Area1ParkingGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA1P1:Implementacomprehensivestrategicparkingactionplanforthearea. a.CreateaParkingBenefitDistrictonOak/Hickory/FryStreets. Λ{ĻĻķźƭƷƩźĭƷĬƚǒƓķğƩǤƒğƦ͵Μ Evaluatecosts/benefitsofparking ShortYes enforcementprovidedbytheDistrictvsenforcementbythe PoliceDepartment. b.Identifyparkingspacesandnonparkingareaswithpaint ShortYes markings. c.WorkwithPoliceDepartmenttoenforcecurrentparking OngoingPolice regulations. Area1ServicesGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA1S1:DevelopaVisibilityMarketingProgramthatwillattracteconomicdevelopmenttothearea. a.WorkwithEconomicDevelopmenttocreateaVisibility MediumEconomicDept. MarketingProjectaspartoftheproposedtheCulturalDistrict. AREA1S2:Createbusinessincentivestoattractandretainbusinessesinthearea(HickoryandScripture Street) a.Establishparkingincentives,allowingbikerackstoreduceparking Ongoing requirements. b.Establishpropertytaxincentivesforpropertiesthatmeetand Medium exceedthevisionofthearea. c.Supportrevitalizationandreinvestmentthatbuildsupon Ongoing IźĭƉƚƩǤƭcontinuouswallofstorefronts,providehousingand (DDC employment,andsupportacivicgatheringspace.Λ{ĻĻ Update) ǝźƭǒğƌźǩğƷźƚƓƭΜ December6,2018DRAFT4 d.Performazoningandpermittingaudittoidentifyanypotential Short (DDC barrierstodesiredeconomicdevelopmentandbusiness Update) retention. e.Identifytargetneighborhoodservingbusinesses(suchasa OngoingEconomicDept. neighborhoodscaledgrocerystore)andworkwithEconomic Developmenttorecruitthesebusinesses. Area2Vision:Anareathathashousingthatisaffordableforlowtomoderateincomefamiliesandstudents, withlivableneighborhoodsthatincludesimprovedcommunityservices,multimodalinfrastructure,and qualitygreenspacesdesignedtoencouragecommunitycohesiveness. Area2LandUseGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA2LU1:Supportexistinghousinginthearea. a.Increaseuseofthepropertybutnotdensity(increaseallowable Short maximumheight,whileatthesametimeincreasingtheminimum (DDC landscaperequirements).Theideaistoenhancequality Update) revitalizationandreinvestmentwhileretainingthesamedensity. b.Revitalizeexistingmultifamilydevelopmentsandretain Medium affordabilitythroughincentives. AREA2LU2:Identifyandprioritizeneighborhoodrevitalizationandreinvestmentneedsand opportunities. Medium a.Identifyandinventoryexistingsubstandardhousingunits. b.Encouragecollaborationofnonprofitmaintenanceand rehabilitationprogramsandcontinuetocoordinatesuchservices Medium withcityfundedprogramstomaximizetheefficiencyandvisible impactofsuchefforts. c.Removebarrierstorevitalizationandreinvestmentand Ongoing compatibleinfillconstructionandencouragereinvestmentin (DDC aginghousingunitsandnonresidentialareastohelpimprovethe Update) qualityoflife. Area2CommunityDesignGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA2CD1:IncludemultimodalinfrastructurealongBonnieBrae. a.AspartoftheBonnieBraewideningproject,incorporate streetscapeamenitiesandwalkabilityimprovements(wider Short sidewalks,streettrees,streetfurniture,pedestrianscalelighting, linearparks,publicart,etc.)alongBonnieBrae. Short b.Provideprotected/bufferedbikelanesalongBonnieBrae. c.Evaluateoptionstocreateaneighborhoodsharedbikewaythat Medium offersalowstressparallelrouteasanalternativetothemajor thoroughfare. AREA2CD2:IncreaseOpenSpaceinthearea. December6,2018DRAFT5 a.AspartoftheBonnieBraewideningproject,createlinearparks Medium alongBonnieBraethatincludeopenspaceareasforsitting, walkingandbiking. b.Createandexpandopenspaceoncityownedproperties.This shouldincludeanyexcesspropertiespurchasedaspartofthe OngoingDMEYes BonnieBraewideningprojectandthefuturedecommissioned DMEpropertyonthenorthwestcornerofBonnieBraeand HickoryStreet.Λ{ĻĻǝźƭǒğƌźǩğƷźƚƓƭΜ c.Encourageandincentivizeprivatelyownedopenspace Ongoing incorporatedintorevitalizationandreinvestmentprojects. Area2MobilityDesignGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA2M1:Improvepedestrianandbicyclecirculationinthearea. a.UpdatetheBikePlanusingexistingtrafficissues,existing Medium conditions,andproposedprojects. b.Createmorepedestrianlinkagesbyincorporating bƭexisting Ongoing andproposedpedestriannetworksthroughthearea. c.Enhanceandcreateprotectedpedestrianwalkwaysandbicycle Short lanesforsafetravelalongBonnieBraefromtheUNTTransit Hub/ParkingatFoutsFieldareatoRayzorRanch. d.Developamapofprioritypedestrianroutestofocusresources Medium andpromotethesepedestrianroutes. AREA2M2:Createmoreaccessandconnectivitytomajordestinationsthatarewalkableandincorporate publicart. a.CreateprotectedpedestrianandbicyclelinkagestoMcKenna Medium Park,RayzorRanch,UNTTransitHub,andcommercialbusinesses /Long inthearea. b.Createsafetyimprovementsforpedestriansandbicycliststo Short crossBonnieBrae,CarrollBoulevardandFortWorthDrive. c.Identifyandfundnewstreetinvestmentstoimproveconnectivity Ongoing andprovidealternateroutes. d.Workwiththe/źƷǤƭPublicArtCommitteetobringpublicartto Medium majordestinationsandalongkeycorridors. AREA2M3:Increaseridershipandimprovetransitinthearea. a.WorkwithDCTAtoconductaridershipsurveyintheOak Gatewayareatobetterunderstandtravelpatternsandbarriersto MediumDCTA transitridershipanddevelopstrategiesthatdirectlyaddressmost commonbarriers. b.WorkwithDCTAtoaddmorebussheltersandprovidemore MediumDCTA shuttleoptions. c.IncludebusturnoutsalongBonnieBraeaspartofthewidening ShortDCTA project. d.Coordinatelanduseandtransportationplanningtoensurethat OngoingDCTA revitalizationandreinvestmentprojectsareeasilyaccessibleto December6,2018DRAFT6 multipletransportationoptions,includingwalking,bicycling,and publictransportation. Area2ParkingGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA2P1:Implementacomprehensivestrategicparkingactionplanforthearea. a.Identifyparkingspacesandnonparkingareaswithpaint ShortYes markings. OngoingPolice b.WorkwithPoliceDepartmenttoenforceparkingregulations. Area2ServiceGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA2S1:Revitalizeandreinvestintheareathroughestablishedincentives. a.Encourageandincentivizerevitalizationandreinvestment Ongoing projectsthatincreasehousingthatisaffordable. b.Revitalizeagingcommercialareasandincentivizeneighborhood Ongoing servingbusinessessuchasgrocerystoresandpersonalservices. Λ{ĻĻƒğƦƚŅƉĻǤĭƚƩƩźķƚƩƭğƓķźƓƷĻƩƭĻĭƷźƚƓƭ͵Μ Ongoing c.Workwithpropertyownerstorevitalizethearea. AREA2S2:Improvethevisualandperceivedimageofthearea. MediumParks a.Addmorestreettreesinthearea. Medium b.Replaceexistingtreesandlandscapinginthearea. c.WorkwiththePoliceDepartmenttoincreasePolicepresencein ShortPolice thearea. d.DevelopcommunitypolicingΑidentifyvolunteercandidateswho MediumPolice liveinthearea. e.Workwiththe/źƷǤƭPublicArtCommitteetobringmuralsand MediumParks otherformsofpublicarttothearea. Area3Vision:Anareathatpreservesandrevitalizesthemixeduseneighborhoodforfamiliesandstudents, thatpreservesandbuildsupontheexistinghousingoptions,andthatincorporatesabovegroundutilities, existinggreenspaces,establishedcanopy,andanintermodalinfrastructure. Area3LandUseGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA3LU1:Protectexistingsinglefamilydwellingunitsinthearea. Short a.ApproveappropriateZoningDistrictsthatprotectestablished (DDC singlefamilyneighborhoods. Update) b.ApproveappropriateZoningDistrictsthatallowincreased diversityofhousingtypessolongastheyvisuallyfitwiththe Short (DDC establishedneighborhoodscale.Thesecouldincludetownhomes, Update) duplexes,triplexes,accessorydwellingunits,cottagehomes, courtyardhomes,andpatiohomes. December6,2018DRAFT7 c.DesignatetheCollinsareaasanOverlayDistrict(Fannin/Avenue ShortYes A/Greenlee/Bernard).Λ{ĻĻƒğƦƚŅƦƚƷĻƓƷźğƌķźƭƷƩźĭƷĬƚǒƓķğƩźĻƭΜ d.DesignatetheSycamoreareaasaHistoricConservationDistrict ShortYes (Mulberry/Bernard/Prairie/Carroll).Λ{ĻĻƒğƦƚŅƦƚƷĻƓƷźğƌķźƭƷƩźĭƷ ĬƚǒƓķğƩźĻƭΜ AREA3LU2:Supportexistinghousinginthearea. a.Identifyoptionsandincentivesforhomeimprovementand Short maintenanceprogramsforhomeownersandrentalproperty owners. b.Partnerwithnonprofitorganizationstoprovidefinancial Ongoing incentivestopromoteaffordabilityandspurrevitalization, reinvestment,rehab,orcreativereuseofolderbuildings. c.Providefinancialsupporttoexistinghomeownersinneedof assistancetoremainintheirhomesΑsuchasemergencyrepair Medium grants,emergencyrentassistance,grantsorlowcostloansfor rehabilitationandrepairs. d.Providefinancialassistancetofirsttimehomebuyerslookingto Medium locateintheareathroughlocal,stateandfederalprograms. e.Developpublicprivatepartnershipstoexplorealternativefunding sourcesforlowinteresthomeimprovementloansorgrantsto Medium existinglowtomoderateincomehomeownerstohelpthem maintainorupgradetheirhomes. AREA3LU3:Maintainthesinglefamilydwellingandmultifamilydwellingbalanceinthearea. a.ApproveappropriateZoningDistrictsthatallowintegrated Short (DDC neighborhoodsandensurenewunitsarevisuallycompatiblein Update) scaleandcharacterofthemajorityofthearea. b.ApproveappropriateZoningDistrictsthatrequiresmallerscale Short ownershiphousingsuchasaccessorydwellingunitsonsingle (DDC familylots,townhomes,duplexes,triplexes,cottagehomes, Update) courtyardhomes,andpatiohomes. AREA3LU4:CreatemorebusinessesalongEagleDriveareathatarewalkableandinscalewiththearea. Short a.Authorizezoningthatallowslandusesthatarepedestrianscale, (DDC walkable,mixeduseandallowsforneighborhoodservices. Update) b.CreateanOverlayDistrictfortheEagleDriveareathatpromotes walkabilityandensuresrevitalizationandreinvestmentprojects Medium areinscalewiththeareathroughaFormBasedCodeformat. Λ{ĻĻƒğƦƚŅƚǝĻƩƌğǤķźƭƷƩźĭƷĬƚǒƓķğƩźĻƭΜ c.Incentivizeandencouragemixedusedevelopmentwith Ongoing neighborhoodserviceslocatedalongEagleDrivewithnon residentialuseslocatedonthegroundfloor. Area3CommunityDesignGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA3CD1:Returntoasenseofcommunity. December6,2018DRAFT8 a.Createnewcommunityopenspacesandgatheringplacesthat Ongoing serveallresidents(homeowners,renters,childrenandthe studentpopulation). b.Encourageneighborhoodservices,suchassmallscaleretail Ongoing establishmentsandrestaurants. Long c.Buildacommunitycenterinthearea. d.EngageallOakGatewayresidentsincludinghomeowners,renters Short andthestudentpopulationtoidentifytheirpreferencesabout whattypesofcommunityservicesandfacilitiesaretoppriorities. AREA3CD2:Preservethecharacterofthearea. a.Encouragecompatibleinfilldevelopmentofvacantlotswith Ongoing structuresthataresimilarinscaleandcharacterofthemajority ofthearea. b.Encouragerevitalization,reinvestment,rehab,orcreativereuse Ongoing ofolderbuildingstobringusesthatservecommunityneeds. c.RedevelopEagleDrivefromCarrollBoulevardtoNorthTexasto Medium bemoresustainableandwalkable. Ongoing d.Preserveexistingtreesinthesubarea Area3MobilityGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA3M1:Creategatewaysintothearea. a.Enhancegatewayareaswithlandscaping,lighting,andentry signage. Medium o McCormick/AvenueA(utilizingtheFireStationasakey gateway/landmark) o BernardStreet/I35 b.IdentifyconnectionpointstoareassouthofI35andfund Medium/ accessibilityimprovementssuchassidewalkimprovements,bike Long facilities,lightingandothersafetyconsiderations. AREA3M2:Improvetrafficsignaloperationsintheareaintermsofstreetlighttimingforvehiclesand pedestrians. Short a.FortWorthandCollins AREA3M3:Improvetrafficsafetyinthearea. ShortYes a.ExpandtwowaystopatBernardandCollinstoafourwaystop. b.Coordinatelanduseandtransportationplanningtoensurethat revitalizationandreinvestmentprojectsareeasilyaccessibleto OngoingDCTA multipletransportationoptions,includingwalking,bicycling,and publictransportation. AREA3M4:Improvepedestriansafetyandcirculationinthearea. a.Enhancestreetscapeamenitiesandprovidewalkability improvements(widersidewalks,streettrees,streetfurniture, Medium/ Long pedestrianscalelighting,linearparks,etc.)alongEagle,Bernard, Collins,andAvenueC. Short b.MakecrosswalksmorevisibleandprominentalongEagleDrive. December6,2018DRAFT9 c.ConsideronewayorrotationalparkingonBernardbetween Medium EagleandI35. Short d.Identifyprioritypedestrianroutesinthearea. e.Addorenhancesidewalksandlightinginthearea,withpriority Medium forimprovementstopedestrianroutes. Area3ParkingGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA3P1:Improveparkinginthearea. Ongoing a.Encourageuseofsharedparkingfacilities. b.Whereapplicable,considernoparkingononesidewithparking Short allowedonthesidewherepredominantlysinglefamilydwelling unitsarelocated. c.Identifyparkingspacesandnonparkingareaswithpaint ShortYes markings. OngoingPolice d.WorkwithPoliceDepartmenttoenforceparkingregulations. Area3ServicesGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREA3S1:Createmoreneighborhoodservices. Short a.ApproveappropriateZoningDistrictsalongmajorcorridorsthat (DDC allowneighborhoodservicelanduses. Update) b.Encourageandincentivizerevitalizationandreinvestment Ongoing projectsthatincreaseneighborhoodservices. c.Createaninfillrevitalizationandreinvestmentpolicyandtoolkit Medium andprovideseveralpermitreadybuildingtypesforneighborhood serviceprojectscompatiblewiththeneighborhood. AreaPlanVision:Astable,walkableareainwhichtolive,work,andplay,whereexistingneighborhoodsare protectedandenhanced,andrevitalizationandreinvestmentprojectsarecompatibleinuse,scale,and design. AreaPlanLandUseGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREAPLANLU1:Protectestablishedneighborhoodsandenhanceneighborhoodcharacter. Short a.Approvezoningdistrictsthatarecompatiblewithestablished (DDC neighborhoods. Update) b.Reviewdevelopmentapplicationsforcompatibilitywiththe Ongoing characterofestablishedneighborhoodsintermsofgeneral housingtype,height,appearanceanddensity. December6,2018DRAFT10 c.Promotetheuniquecharacteristicsofexistingneighborhoods Short/ throughtheestablishmentofSpecialPurposeOverlayDistricts. Medium Λ{ĻĻƒğƦƚŅƦƚƷĻƓƷźğƌƚǝĻƩƌğǤķźƭƷƩźĭƷĬƚǒƓķğƩźĻƭΜ d.Encouragerevitalizationandreinvestmentprojectstobe appropriatetothecontextofitslocationindensity,massing, Ongoing intensityandsize,particularlywhenadjacenttoestablished residentialareasandhistoricdistricts. e.Promotecompatibilitybetweendifferingusesbyencouraging Ongoing designtechniquesanddevelopmentstandardsthatminimize negativeimpactsbetweentheseuses. f.Encouragetheconversionofexistingrentalunitstoowner Ongoing occupiedhousingtohelpstabilizeexistingneighborhoods. Short g.ProactivelyaddressCodeEnforcementissues. AREAPLANLU2:Promoteeconomicdevelopmentinstrategiclocations,alongkeycorridorsandmajor intersections. Ongoing a.Approvezoningthatallowscompatibleeconomicdevelopmentin (DDC strategiclocations. Update) b.Encourageneighborhoodservingoffice,retail,orothernon Ongoing residentialusesinresidentialcommunityareas,primarilyalong keycorridorsandatmajorintersections. AREAPLANLU3:Supportadiverselandusepattern,creatingopportunitiesformixedusewithinstrategic locationsforpeopletolive,work,andsocialize. Ongoing a.Approvezoningthatallowscompatibleeconomicdevelopmentin (DDC strategiclocations. Update) b.Approverevitalizationandreinvestmentprojectsthatare Ongoing consistentwithandenhanceexistingdevelopment. Short c.Provideforavarietyhousingtypesanddensities. d.Wherepossiblerequiremultifamilydevelopmenttobe Ongoing incorporatedintomixedusedevelopment. e.Locatenewmultifamilydevelopmentonlyinareasthatsupporta Ongoing (DDC mixofcomplementaryusesandhaveawellconnected Update) pedestriannetwork. f.Encourageeconomicallysustainable,uniqueandaccessible Ongoing commercialdevelopment. Ongoing g.Encouragemixedusedevelopment. (DDC Update) AreaPlanCommunityDesignGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREAPLANCD1:ImprovestreetsthatenhancetheĭƚƒƒǒƓźƷǤƭimagethroughstreetscape improvementsalongmajorroadcorridorsthatwelcomeresidentsandvisitors. a.WorkwithSolidWastetodevelopsolutionsthatwillrelocateand ShortSolidWaste screendumpsters. December6,2018DRAFT11 b.Establishandenhancekeygatewaysintothearea.Λ{ĻĻŭğƷĻǞğǤ Medium/ Long ƒğƦΜ ShortDME c.Improveneighborhoodlightingthroughoutthearea. AREAPLANCD2:Createanintegratedsystemofparks,trails,andopenspacewithinwalkingandbiking distanceforresidents. a.Createneighborhoodparkandcommunityamenitiesofvaried OngoingParks scaleandcharacter,andprovidediverse,healthyrecreational opportunitiesforarearesidentsandvisitors. b.Establishconnectivitybetweenparks,facilitiesandgreenwaysso Medium thattheyareaccessiblebypedestrians,bicyclesandadjacent neighborhoods. AreaPlanMobilityGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREAPLANM1:ImprovelinkagesbetweenSubareasandotherdistinctdestinations. a.Providemobilityimprovementstoexpandthepublicrealmsuch assidewalks,bikelanes,pedestrianscaledlighting,streettrees Ongoing andotherpedestrianamenitiesbyconsideringmoreoneway streets,reducingnumberoftravellanes,andnarrowingtravel lanes. b.Repairandenhanceexistingsidewalksandinstallsidewalks Ongoing wheretherearegapsinthearea. Short c.Enhanceandcreatebikefacilitiesandconnectionsinthearea. d.Repairexistingstreetlightsandinstallstreetlightswherelighting OngoingDMEYes isneededinthearea. Short/ e.Addmorestreettreesalongthepublicrealm. Ongoing f.Addwayfindingsignagetoprovidedirectionforresidentsand Medium/ Long visitors. AREAPLANM2:Continuecoordinationbetweentheneighborhoods,UNT,andtheCitytoidentifyand developmultiplewaystosafelymovethroughandaroundthearea. a.Reviewstreetconditionsandapplytrafficcalmingdeviceswhen Ongoing applicable.Refertothe/źƷǤƭTrafficCalmingprocedures. b.LimitonstreetparkinginneighborhoodsadjacenttotheUNT Short campustoincreasemoremultimodalopportunities. c.Maintainflexiblecurbspaceforshorttermparking,deliveries, Short pickup/dropoff,transit,andbicyclefacilities. d.Ensurethatsafe,accessibleanddirectroutes(sidewalks, Ongoing pathways,adequatesignage)areavailableforschoolchildrenand theirparents. AREAPLANM3:Reducecongestionandexpandtransportationoptions. a.Reviewstreetconditionsandapplycontextsensitivesolutions Ongoing whenapplicable.RefertoTransportationCriteriaManual(pages 5through8). b.Improveintersectionoperationsatstopcontrolledandsignalized Ongoing intersectionsinthearea. December6,2018DRAFT12 Ongoing c.Reducesidewalksgapsonallfunctionallyclassifiedroadways. d.Createtransitstopsthatareeasilyaccessiblebypedestriansand MediumDCTA bicyclists. AreaPlanParkingGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT AREAPLANP1:Developacomprehensivestrategicparkingactionplanbasedoncommunityinput. a.Conductexistingsupply/demandanalysisforpublicandprivate Short parkinginstudyarea. b.Conductanoccupancyanalysisofexistingparkingtodetermine Short currentusagepatterns. Short c.Identifysharedparkingopportunitiesinstudyarea. d.Determinequantityofnewparking(onstreetoroffstreet) Short necessarytoserveexistingandfutureprojects. e.Collaboratewithpropertyowners,businessoperators,UNT,and Ongoing residentstodeterminedesiredcontextofparkinginstudyarea. AREAPLANP2:Implementacomprehensivestrategicparkingactionplanbasedoncommunityinput. a.CreateaParkingBenefitDistricts(alsoknownasParking ManagementAuthority)tohelpfundstreetscapeimprovements. Oak/HickoryStreet(betweenBonnieBraeStreetand Short/ WelchStreet) Medium ScriptureStreet(betweenGoberStreetandPonder Avenue) EagleDrive(betweenAvenueCtoClevelandStreet) b.Determinelocationsforshorttermpublic/privateparkinglotsin Short/ Medium areaswithhighretailactivity. c.Withresidents,exploreandconsiderresidentialdistrictsthatmay ShortYes besuitableforvisitorparkingtagrequirements(evaluatedblock byblock). d.Identifyparkingspacesandnonparkingareaswithpaint ShortYes markings. e.ReevaluateparkingenforcementstrategyandworkwithPolice ShortPolice Departmenttoenforceparkingregulations. f.Reevaluateparkingrequirementsfor: revitalizationandreinvestmentprojects Short businesses,toprovideonsiteparkingwithinParking BenefitDistrictdesignationsandspecificlandusetype AREAPLANP3:Promotenewparkingfacilitydesignsthatsupportmixedusedevelopments. a.Developdesigncriteriaforsurfaceand/orstructuredparking Medium facilities. AreaPlanServicesGoals CATALYST #RECOMMENDATIONTIMINGAGENCY PROJECT December6,2018DRAFT13 AREAPLANS1:CreatecomprehensivefundingmechanismstofundpublicimprovementsfortheArea Plan. a.ExploreandconsiderTaxIncrementFinance(TIF)District(s)to Medium fundpublicimprovementsalongmajorcorridorsandatkey intersections. Ongoing b.Applyforfederal,stateandlocalgrants. c.ExploreandconsideropportunitiestocreateaPublic ImprovementDistrict(PID)orBusinessImprovementDistrict(BID) Medium tofundamenitiesandenhancedpublicimprovementsalongkey corridorsandatkeyintersections. AREAPLANS2:Continuecoordinationbetweentheneighborhood,UNT,andtheCitytoidentifyand enhancedneighborhoodservicestoservethearea. a.EncourageNeighborhoodGroupstoparticipatein ShortYes implementationoftheOakGatewayAreaPlanrecommendations. b.SchedulequarterlymeetingswiththeNeighborhoodGroup,UNT, OngoingUNT andtheCity. c.Facilitatecommunicationbetweenneighborhoodassociations, otherorganizedgroups,UNT,andtheCitytoexpandpublic OngoingUNT involvementandprovideeasyaccesstoinformationforall residents. AREAPLANS3:Furthercoordinationbetweenpropertyowners,businessowners,andtheCity. a.Createpublic/privatepartnershipswithpropertyandbusiness Ongoing owners. b.ContinuetoholdregularmeetingswithUNTSystems,Planning OngoingUNT andFacilitiestocoordinateandprovideinputregardingCityof Dentonandcampusprojects. AREAPLANS4:ImprovetheğƩĻğƭimageandenhanceneighborhoodsusingcodes,regulations,programs, andenforcement. Ongoing a.Encouragecompatiblebuildingheight,scale,designandcharacter (DDC inallrevitalizationandreinvestmentprojects. Update) b.Createasenseofplacebyencouragingrevitalizationand Ongoing reinvestmentofbuildings,structuresandlandscapesthatare compatiblewiththecharacterandscaleoftheirsetting. AREAPLANS5:Provideawiderangeofhighqualityandaffordablehousingoptions. a.Encouragecompatibleadaptivereuseofbuildingstohelpachieve Ongoing adiversehousingmix.Createrevitalizationandreinvestment incentivesforcompatibleadaptivereuseofexistingstructures. b.Encouragecompatibleinfillhousingonvacantlotsinexisting neighborhoodsthroughassistancewithacquisition,pre Medium development,revitalization,reinvestmentandhomebuyer subsidies. Short c.Allowdiversehousingtypesthatenableahighqualityoflifefor (DDC allagesandincomelevels. Update) AREAPLANS6:CreatefacilitiesandprogramsthatservethestudyğƩĻğƭneighborhoodsandresidents. Ongoing a.Encouragerevitalizationandreinvestmentofneighborhood servicessothatneighborhoodshaveaccesstoneighborhood December6,2018DRAFT14 scalecommercialservices,parks,culturalareas,recreationalopen spaces,librariesandschools. Ongoing b.Enhanceexistingparksandcreatenewparksthroughoutarea. December6,2018DRAFT15 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-058,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteacontractwithThalleConstructionCompany,Inc.,fortheconstructionofthe NorthSouthPhaseII36-inch/42-inchWaterTransmissionLineProjectfortheCityofDenton;providingfor theexpenditureoffundstherefor;andprovidinganeffectivedate(IFB6901-awardedtoThalleConstruction Company, Inc., in the not-to-exceed amount of $7,798,807). City of DentonPage 1 of 1Printed on 1/11/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: January 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Thalle Construction Company, Inc., for the construction of the North South Phase II 36-inch/42-inch Water Transmission Line Project for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (IFB 6901 - awarded to Thalle Construction Company, Inc., in the not-to-exceed amount of $7,798,807). INFORMATION /BACKGROUND The North South Water Main Phase II Project extends approximately 10,000 linear feet of 36-inch and 42- inch pipeline from the 24-inch line along Roselawn Drive up to the TxDOT facility at the intersection of northbound IH35E Service Road and Bonnie Brae Road, with the pipeline being within the Bonnie Brae Road right of waymaster plan and is needed to provide more adequate and reliable water service to the customers (Exhibit 2). Invitation for Bids was sent to 467 prospective suppliers of this service. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Six (6) bids were received with a low base bid of $7,798,807 and a high base bid of truction cost (OPCC) was $8,400,000. The lowest bid was received by Thalle Construction Co., Inc. RECOMMENDATION Award a contract with Thalle Construction Co., Inc., for the construction of the North South Phase II Water Transmission Main Project, in the not-to-exceed amount of $7,798,807. PRINCIPAL PLACE OF BUSINESS Thalle Construction Company, Inc. Hillsborough, NC ESTIMATED SCHEDULE OF PROJECT Phase II is scheduled to begin construction February 2019 and is to be completed within 360 calendar days from Notice to Proceed. FISCAL INFORMATION These services will be funded from two accounts, account 630282523.1360.40100 in the amount of $7,467,262.90 and account 350288402.1360.40100 in the amount of $331,544.10. Requisition # 140578 has been entered into the Purchasing software system in the amount of $7,798,807. The budgeted amount for this item is $8,033,688.17. STRATEGIC PLAN RELATIONSHIP -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and City facilities EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: Project Map Exhibit 4: Staff Presentation Exhibit 5: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Lee Perry, P.E. Legal point of contact: Mack Reinwand at 940-349-8333. Exhibit 2 IFB 6901 - Bid Tabulation for the Construction of North-South Phase II Water Transmission Main Thalle Construction Condie Construction John Burns Construction Mountain Cascade of Texas, S.J. Louis Construction of Respondent's Name:Belt Construction, Inc. Company, Inc.Company, Inc.Company of Texas, Inc.LLCTexas, Ltd. Principal Place of Business (City and State): Hillsborough, NCSpringville, UTLewisville, TXAlvarado, TXMansfield, TXTexarkana, AR Specification Unit of Bid Extended Extended Item No.DescriptionUnit PriceExtended PriceUnit PriceExtended PriceUnit PriceExtended PriceUnit PriceUnit PriceExtended PriceUnit Price Section No.MeasureQuantityPricePrice COD NCTCOG 1LF1,385$ 65.00 $90,025.00$ 63.00 $87,255.00$ 69.00$95,565.00$ 74.00$102,490.00$ 160.00$221,600.00$ 102.00$141,270.00 12'' C900 DR-14 PVC Water Line AM ITEM 501.14 COD NCTCOG LF73$ 160.00 $11,680.00$ 224.00 $16,352.00$ 238.00$17,374.00$ 454.00$33,142.00$ 200.00$14,600.00$ 270.00$19,710.00 16'' Ductile Iron Water Line 2AM ITEM 501.7 COD NCTCOG LF436$ 1,300.00 $566,800.00$ 1,372.00 $598,192.00$ 1,395.00$608,220.00$ 1,400.00$610,400.00$ 1,482.00$646,152.00$ 1,539.50$671,222.00 60''x0.844'' Thick Steel Casing By Bore AM ITEM 503.3 3 COD NCTCOG LF249$ 1,170.00 $291,330.00$ 1,342.00 $334,158.00$ 1,565.00$389,685.00$ 1,300.00$323,700.00$ 1,439.00$358,311.00$ 1,322.00$329,178.00 4AM ITEM 503.3 60''x3/4'' Thick Steel Casing By Tunnel or Liner COD NCTCOG LF828$ 1,050.00 $869,400.00$ 1,152.00 $953,856.00$ 1,185.00$981,180.00$ 1,200.00$993,600.00$ 1,126.00$932,328.00$ 1,065.50$882,234.00 PlateAM ITEM 503.3 5 COD NCTCOG LF120$ 200.00 $24,000.00$ 582.00 $69,840.00$ 685.00$82,200.00$ 860.00$103,200.00$ 595.00$71,400.00$ 705.00$84,600.00 60''x3/4'' Thick Steel Casing By Open Cut 6AM ITEM 503.3 COD NCTCOG LF10,072$ 0.01 $100.72$ 1.00 $10,072.00$ 3.00$30,216.00$ 1.00$10,072.00$ 0.01$100.72$ 11.00$110,792.00 Excavation Protection (Trench Safety) AM 107.19.3 7 COD NCTCOG EA9$ 3,500.00 $31,500.00$ 2,900.00 $26,100.00$ 2,400.00$21,600.00$ 3,280.00$29,520.00$ 2,900.00$26,100.00$ 4,260.00$38,340.00 12'' Gate Valve & Box AM ITEM 502.6.2 8 COD NCTCOG EA2$ 15,000.00 $30,000.00$ 20,300.00 $40,600.00$ 18,800.00$37,600.00$ 18,000.00$36,000.00$ 15,000.00$30,000.00$ 20,812.50$41,625.00 16'' Gate Valve and Manhole AM ITEM 502.6.2 9 EA1$ 55,000.00 $55,000.00$ 58,600.00 $58,600.00$ 59,600.00$59,600.00$ 76,500.00$76,500.00$ 50,000.00$50,000.00$ 54,441.00$54,441.00 1030'' Gate Valve33 12 16.23 EA2$ 47,500.00 $95,000.00$ 40,900.00 $81,800.00$ 45,000.00$90,000.00$ 37,000.00$74,000.00$ 37,500.00$75,000.00$ 38,698.00$77,396.00 1136'' Butterfly Valve33 12 16.26 EA9$ 58,000.00 $522,000.00$ 46,300.00 $416,700.00$ 54,000.00$486,000.00$ 46,200.00$415,800.00$ 47,200.00$424,800.00$ 49,286.00$443,574.00 1242'' Butterfly Valve33 12 16.26 COD NCTCOG EA1$ 6,500.00 $6,500.00$ 9,000.00 $9,000.00$ 15,550.00$15,550.00$ 13,000.00$13,000.00$ 20,600.00$20,600.00$ 10,559.00$10,559.00 24''x12'' Tapping Sleeve & Valve AM ITEM W01 13 COD NCTCOG EA1$ 6,000.00 $6,000.00$ 3,800.00 $3,800.00$ 6,000.00$6,000.00$ 3,100.00$3,100.00$ 5,500.00$5,500.00$ 8,337.00$8,337.00 1'' Type 1 CAV AM ITEM 502.6.3 14 COD NCTCOG EA5$ 8,500.00 $42,500.00$ 10,200.00 $51,000.00$ 18,600.00$93,000.00$ 13,940.00$69,700.00$ 12,000.00$60,000.00$ 20,829.00$104,145.00 4'' Type 2 CAV AM ITEM 502.6.3 15 COD NCTCOG EA1$ 11,500.00 $11,500.00$ 8,100.00 $8,100.00$ 12,500.00$12,500.00$ 13,200.00$13,200.00$ 9,100.00$9,100.00$ 12,570.00$12,570.00 4'' Special Detail CAV AM ITEM 502.6.3 16 COD NCTCOG EA6$ 8,000.00 $48,000.00$ 5,250.00 $31,500.00$ 5,800.00$34,800.00$ 5,300.00$31,800.00$ 7,500.00$45,000.00$ 9,913.00$59,478.00 Fire Hydrant Assembly 17AM ITEM 502.3 EA3$ 9,500.00 $28,500.00$ 3,600.00 $10,800.00$ 5,600.00$16,800.00$ 7,000.00$21,000.00$ 8,100.00$24,300.00$ 6,832.00$20,496.00 18 EA1$ 18,000.00 $18,000.00$ 15,200.00 $15,200.00$ 20,150.00$20,150.00$ 27,000.00$27,000.00$ 11,500.00$11,500.00$ 19,629.00$19,629.00 19Connect to Existing 16'' Water Line EA1$ 11,500.00 $11,500.00$ 1,900.00 $1,900.00$ 1,070.00$1,070.00$ 10,000.00$10,000.00$ 12,500.00$12,500.00$ 3,885.00$3,885.00 20Connect to Existing 24'' Water Line EA1$ 1,000.00 $1,000.00$ 800.00 $800.00$ 7,200.00$7,200.00$ 4,500.00$4,500.00$ 500.00$500.00$ 2,220.00$2,220.00 21Remove Existing 24'' Plug LF4,150$ 16.00 $66,400.00$ 41.50 $172,225.00$ 56.00$232,400.00$ 40.00$166,000.00$ 50.00$207,500.00$ 63.30$262,695.00 22 LF129$ 35.00 $4,515.00$ 20.00 $2,580.00$ 35.00$4,515.00$ 100.00$12,900.00$ 20.00$2,580.00$ 67.00$8,643.00 23Permanent Gravel Driveway Repair LF200$ 12.00 $2,400.00$ 12.00 $2,400.00$ 10.00$2,000.00$ 15.00$3,000.00$ 10.00$2,000.00$ 55.50$11,100.00 24Barbwire Fence Removal and Replacement COD NCTCOG LS1$ 1.00 $1.00$ 3,500.00 $3,500.00$ 2,750.00$2,750.00$ 7,500.00$7,500.00$ 45,000.00$45,000.00$ 9,435.00$9,435.00 Replace & Repair Ex ICV and Irrigation Line 25AM ITEM 301.5 LS1$ 24,000.00 $24,000.00$156,000.00 $156,000.00$ 141,000.00$141,000.00$ 180,000.00$180,000.00$ 168,000.00$168,000.00$ 194,250.00$194,250.00 26Corrosion Protection26 40 00.02 COD NCTCOG SF5,000$ 1.00 $5,000.00$ 1.00 $5,000.00$ 2.00$10,000.00$ 1.00$5,000.00$ 1.00$5,000.00$ 1.00$5,000.00 Sod (at TxDOT yard) 27AM ITEM 202.5 COD NCTCOG LS1$ 2,500.00 $2,500.00$ 30,000.00 $30,000.00$ 25,600.00$25,600.00$ 30,000.00$30,000.00$ 40,000.00$40,000.00$ 49,950.00$49,950.00 SWPPP Plan and Implementation AM ITEM 201 28 COD NCTCOG LS1$ 500.00 $500.00$ 41,500.00 $41,500.00$ 24,800.00$24,800.00$ 35,000.00$35,000.00$ 40,000.00$40,000.00$ 188,700.00$188,700.00 Traffic Control Plan and Implementation 29AM ITEM 201 COD NCTCOG SF145,905$ 0.05 $7,295.25$ 0.10 $14,590.50$ 0.80$116,724.00$ 0.20$29,181.00$ 0.10$14,590.50$ 0.28$40,853.40 Hydromulch AM ITEM 202.6 30 LS1$ 650,000.00 $650,000.00$195,000.00 $195,000.00$ 25,000.00$25,000.00$ 455,200.00$455,200.00$ 500,000.00$500,000.00$ 166,500.00$166,500.00 31Mobilization01 70 00 COD NCTCOG LS1$ 45,000.00 $45,000.00$ 72,000.00 $72,000.00$ 15,200.00$15,200.00$ 20,000.00$20,000.00$ 200,000.00$200,000.00$ 49,950.00$49,950.00 General Site Preparation AM Item 203.3 32 LF4,150$ 65.00 $269,750.00$ 91.00 $377,650.00$ 57.00$236,550.00$ 45.00$186,750.00$ 107.00$444,050.00$ 139.00$576,850.00 332 Sack Concrete Backfill SY6,000$ 0.01 $60.00$ 47.00 $282,000.00$ 32.00$192,000.00$ 30.00$180,000.00$ 33.00$198,000.00$ 60.00$360,000.00 34Temporary Road Asphalt for Shoulder Bypass LF250$ 165.00 $41,250.00$ 88.00 $22,000.00$ 126.00$31,500.00$ 300.00$75,000.00$ 110.00$27,500.00$ 189.00$47,250.00 35Flowable Fill31 23 33.16 LS1$ 1.00 $1.00$ 4,500.00 $4,500.00$ 55,385.00 $55,385.00$ 1,500.00 $1,500.00$ 5,000.00 $5,000.00$ 20,535.00 $20,535.00 36ACoordination within Railroad Permit Areas01 35 13 DAY 30$ 1.00 $30.00$ 3,000.00 $90,000.00$ 1,100.00 $33,000.00$ 2,500.00 $75,000.00$ 1,000.00 $30,000.00$ 3,385.50 $101,565.00 36BRailroad Flagmen01 35 13 DAY 360$ 55.00 $19,800.00$ 70.00 $25,200.00$ 36.00 $12,960.00$ 65.00 $23,400.00$ 50.00 $18,000.00$ 77.50$27,900.00 37Portable Changeable Message Sign 2 1/2" Pipe Fence Removal and Replacement LF40$ 80.00 $3,200.00$ 90.00 $3,600.00$ 50.00 $2,000.00$ 50.00 $2,000.00$ 150.00 $6,000.00$ 111.00 $4,440.00 38(Sheet WL-7) Barbed Wire (5 Strand) Fence Removal and LF120$ 12.00 $1,440.00$ 12.00 $1,440.00$ 10.00 $1,200.00$ 10.00 $1,200.00$ 10.00 $1,200.00$ 66.50$7,980.00 Replacement (Sheet WL-7) 39 EA1$ 25,000.00 $25,000.00$ 21,000.00 $21,000.00$ 25,100.00 $25,100.00$ 20,000.00 $20,000.00$ 28,000.00 $28,000.00$ 19,980.00 $19,980.00 40 16" Stopple Valve (Line Stop) (Sheet WL-21) Total Base Bid $3,928,477.97$4,347,810.50$4,295,994.00$4,510,355.00$5,021,812.22$5,289,277.40 Alternate A Bid- Poly-Coated Steel Pipe 33 11 13.13 & 74 1A30-Inch Water Line (Poly Coated Steel)09 97 16LF$ 335.00 $24,790.00$ 954.00 $70,596.00$0.00$0.00$0.00$ 894.00$66,156.00 33 11 13.13 & 1,084 2A36-Inch Water Line (Poly Coated Steel)09 97 16LF$ 344.00 $372,896.00$ 302.00 $327,368.00$0.00$0.00$0.00$ 473.00$512,732.00 33 11 13.13 & 8,949 09 97 16 3A42-Inch Water Line (Poly Coated Steel)LF$ 351.00 $3,141,099.00$ 330.00 $2,953,170.00$0.00$0.00$0.00$ 393.50$3,521,431.50 Total Alternate A Bid$3,538,785.00$3,351,134.00$0.00$0.00$0.00$4,100,319.50 Alternate B Bid- Bar-Wrapped Concrete Pipe LF74 1B30-Inch Water Line (Bar-Wrapped)33 05 01.05$0.00$ 695.00$51,430.00$ 650.00$48,100.00$ 345.00$25,530.00$0.00 LF1,084 2B36-Inch Water Line (Bar-Wrapped)33 05 01.05$0.00$ 340.00$368,560.00$ 440.00$476,960.00$ 371.00$402,164.00$0.00 LF8,949 3B42-Inch Water Line (Bar-Wrapped)33 05 01.05$0.00$ 351.00$3,141,099.00$ 455.00$4,071,795.00$ 406.00$3,633,294.00$0.00 Total Alternate B Bid$0.00$3,561,089.00$4,596,855.00$4,060,988.00$0.00 South Bonnie Brae and Roselawn Water Line Improvements Thalle ConstructionCondie Construction CompanyJohn Burns ConstructionMountain Cascade of TexasS.J. Louis Construction Belt Construction Project Item Information COD NCTCOG LF511 BB - 120'' Ductile Iron Water LineAM ITEM 501.7$ 200.00 $102,200.00$ 285.00 $145,635.00$ 257.00$131,327.00$ 360.00$183,960.00$ 522.00$266,742.00$ 223.00$113,953.00 COD NCTCOG EA2 AM ITEM W01 BB - 220'' X 6" Tapping Sleeve & Valve$ 4,000.00 $8,000.00$ 7,000.00 $14,000.00$ 16,830.00$33,660.00$ 9,000.00$18,000.00$ 8,500.00$17,000.00$ 7,948.00$15,896.00 COD NCTCOG LF200 BB - 336''x 5/8'' Thick Steel Casing By BoreAM ITEM 503.3$ 650.00 $130,000.00$ 698.00 $139,600.00$ 1,400.00$280,000.00$ 750.00$150,000.00$ 984.00$196,800.00$ 725.00$145,000.00 EA2 BB - 4$ 9,500.00 $19,000.00$ 7,900.00 $15,800.00$ 6,000.00$12,000.00$ 9,000.00$18,000.00$ 8,300.00$16,600.00$ 9,684.50$19,369.00 EA1 BB - 520" Stopple Valve (Line Stop)$ 17,000.00 $17,000.00$ 20,000.00 $20,000.00$ 21,750.00$21,750.00$ 21,000.00$21,000.00$ 35,000.00$35,000.00$ 19,980.00$19,980.00 COD NCTCOG EA2 AM ITEM 502.3 BB - 6Fire Hydrant Assembly$ 8,000.00 $16,000.00$ 5,000.00 $10,000.00$ 5,100.00$10,200.00$ 3,800.00$7,600.00$ 5,200.00$10,400.00$ 7,409.00$14,818.00 COD NCTCOG LF311 BB - 7Excavation Protection (Trench Safety)AM 107.19.3$ 0.01 $3.11$ 1.00 $311.00$ 105.00$32,655.00$ 1.00$311.00$ 0.01$3.11$ 28.00$8,708.00 LS1 BB - 8Relocate FL Test Station$ 2,500.00 $2,500.00$ 1,025.00 $1,025.00$ 3,850.00$3,850.00$ 2,000.00$2,000.00$ 500.00$500.00$ 4,440.00$4,440.00 LS1 BB - 9Reconnect Foreign Line Wires$ 2,500.00 $2,500.00$ 1,000.00 $1,000.00$ 4,400.00$4,400.00$ 400.00$400.00$ 500.00$500.00$ 4,440.00$4,440.00 LS1 BB - 10Relocate Test Station Sign$ 1.00 $1.00$ 300.00 $300.00$ 275.00$275.00$ 200.00$200.00$ 500.00$500.00$ 1,110.00$1,110.00 LF1,120 BB - 11Barbed Wire (5 Strand) Fence$ 12.00 $13,440.00$ 12.00 $13,440.00$ 8.00$8,960.00$ 10.00$11,200.00$ 10.00$11,200.00$ 38.50$43,120.00 EA3 BB - 1216 Foot Gate$ 1,000.00 $3,000.00$ 1,100.00 $3,300.00$ 990.00$2,970.00$ 2,000.00$6,000.00$ 1,500.00$4,500.00$ 3,663.00$10,989.00 EA3 BB - 1310 Foot Double Gate (20LF)$ 1,300.00 $3,900.00$ 1,400.00 $4,200.00$ 1,320.00$3,960.00$ 1,500.00$4,500.00$ 1,900.00$5,700.00$ 3,330.00$9,990.00 BB - 14EA4$ 3,500.00 $14,000.00$ 5,900.00 $23,600.00$ 12,200.00$48,800.00$ 9,000.00$36,000.00$ 2,000.00$8,000.00$ 8,480.00$33,920.00 Connect to Existing 20'' Water Line Total South Bonnie Brae Bid Items (Sheets 47a - 47g)$331,544.11$392,211.00$594,807.00$459,171.00$573,445.11$445,733.00 Total Bid $7,798,807.00$8,091,155.50$8,451,890.00$9,566,381.00$9,656,245.33$9,835,329.90 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-127,Version:1 AGENDA CAPTION Considernominations/appointmentstotheCity’sBoards,Commissions,andCommittees:AirportAdvisory Board,Health&BuildingStandardsCommission,LibraryBoard,TrafficSafetyCommission,andCommittee on Persons with Disabilities. City of DentonPage 1 of 1Printed on 2/1/2019 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: January 15, 2019 SUBJECT Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Airport Advisory Board, Health & Building Standards Commission, Library Board, Traffic Safety Commission, and Committee on Persons with Disabilities. BACKGROUND Exhibit 2 includes the vacancies for Boards, Commissions, and Committees 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 BOARDANDCOMMISSIONNOMINATIONS BoardCouncilMemberNomination