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2019-09-10 Agenda with Backup
City Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Work Session Room & Council Chambers1:00 PMTuesday, September 10, 2019 WORK SESSION BEGINS AT 1:00 P.M. IN THE WORK SESSION ROOM SPECIAL CALLED MEETING BEGINS AT 6:30 P.M. IN THE COUNCIL CHAMBERS After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday September 10, 2019, 1:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on Consent Agenda Items only. Each speaker will be given a total of three (3) minutes to address any items he/she wishes that are listed on the Consent Agenda . A Request to Speak Card should be completed and returned to the City Secretary before Council considers this item. 2. Requests for clarification of agenda items listed on this agenda. 3. Work Session Reports Receive a report, hold a discussion, and give staff direction regarding the Atmos rate-making process and the proposed Atmos 2019 natural gas rate increase. ID 19-2099A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation.pdf Attachments: Receive a report, hold a discussion and give staff direction regarding credit and collections performance and processes. ID 19-1779B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding the FY 2019-20 City Manager’s Proposed Budget, Capital Improvement Program, and Five -Year Financial Forecast. ID 19-1961C. Exhibit 1 Agenda Information Sheet.docx Exhibit 2 Presentation.pdf Exhibit 3 Budget Follow Up Memo.pdf Attachments: Receive a report, hold a discussion, and give staff direction regarding the nomination of members to the Board of Directors of the Denton Central Appraisal District. ID 19-2068D. Page 1 Printed on 9/6/2019 September 10, 2019City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - DCAD Memo and Member Applications Exhibit 3 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction on confidentiality agreements and non-disclosure agreements. ID 19-2112E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction on pending City Council requests for information. ID 19-2083F. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Exhibit 3 - Ordinance 19-2026 Exhibit 4 - 2018-130 Denton County Courthouse Confederate Monument Exhibit 5 - 2018-180 Horse Drawn Carriage and Horse Back Riding Permit Information Exhibit 6 - 2019-025 Public Safety Use of Doorbell Monitoring Technology Exhibit 7 - 2019-140 Executive Residency Information Exhibit 8 - 2019-070 Green Buildings and Impact Fees Attachments: Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, consult with the City ’s attorneys, and provide direction pertaining to potential acquisition and use of the facility located at 401 North Elm Street, where discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or otherwise compromise the City’s legal position in any administrative proceeding or potential litigation. ID 19-2104A. Consultation with Attorneys - Under Texas Government Code Section 551.071 Consult with the City’s attorneys regarding legal matters associated with non -disclosure agreements and/or confidentiality agreements and related policies; where a discussion of these legal matters in an open meeting would conflict with the duty of the City ’s attorneys to the City of Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. ID 19-2133B. Page 2 Printed on 9/6/2019 September 10, 2019City Council Meeting Agenda Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the ‘Public Power Exception’). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. _________________________________________________________________________________ SPECIAL CALLED MEETING OF THE CITY OF DENTON CITY COUNCIL AT 6:30 P.M. IN THE COUNCIL CHAMBERS AT CITY HALL, 215 E. MCKINNEY STREET, DENTON, TEXAS AT WHICH THE FOLLOWING ITEMS WILL BE CONSIDERED: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag “Honor the Texas Flag – I pledge allegiance to thee, Texas, one state under God, one and indivisible.” 2. PROCLAMATIONS/PRESENTATIONS The 50th Anniversary Year of Denton Community TheatreID 19-1845A. Live United MonthID 19-1986B. Celebrate Our Daily Bread’s 1 Millionth MealID 19-2066C. 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. This section of the agenda permits any person who has registered in advance to make a citizen report regarding a public business item he or she wishes to be considered by the City Council. This is limited to no more than four (4) speakers per meeting with each speaker allowed a maximum of four (4) minutes to present their report. At the conclusion of each report, the City Council may pose questions to the speaker or may engage in discussion. If the City Council believes that a speaker's report requires a more detailed review, the City Council will give the City Manager or City Staff direction to place the item on a future work session or regular meeting agenda and advise staff as to the background materials to be desired at such meeting. Page 3 Printed on 9/6/2019 September 10, 2019City Council Meeting Agenda C. Additional Citizen Reports - This section of the agenda, which is also known as the "open microphone" section, permits any person who is not registered for a citizen report to make comments about public business items not listed on the agenda. This section is limited to two open microphone speakers per meeting with each speaker allowed a maximum of four (4) minutes. Such person(s) must file a "Blue Card" requesting to speak during this period, prior to the calling of this agenda item. During open microphone reports under this section of the agenda, the Council may listen to citizens speak . However, because notice of the subject of the open microphone report has not been provided to the public in advance, the Texas Open Meetings Act limits any deliberation or decision by the Council to: a proposal to place the item on a future agenda; a statement of factual policy; or a recitation of existing policy. Council Members may not ask the open microphone speakers questions or discuss the items presented during open microphone reports. NOTE: If audio/visual aids during presentations to Council are needed, they must be submitted to the City Secretary 24 hours prior to the meeting. 4. CONSENT AGENDA Each of these items is recommended by Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A – K). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute a service agreement related to a Public, Education, and Government (PEG) grant with the University of North Texas for its Denton Community Television PEG channel; authorizing the expenditure of funds therefor; and declaring an effective date. ID 19-2035A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Agreement UNT DCTV PEG Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute a service agreement related to a Public, Education, and Government (PEG) grant with the Denton Independent School District for its PEG channel; authorizing the expenditure of funds therefor; and declaring an effective date. ID 19-2173B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance DISD PEG Exhibit 3 - Agreement DISD PEG Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal ID 19-2174C. Page 4 Printed on 9/6/2019 September 10, 2019City Council Meeting Agenda corporation, authorizing the City Manager to execute a service agreement related to a Public, Education, and Government (PEG) grant with the University of North Texas for its NTTV PEG channel; authorizing the expenditure of funds therefor; and declaring an effective date. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Agreement UNT NTTV PEG Attachments: 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 Doxim Utilitec, LLC, for Utility and Miscellaneous Bill Print and Mail Services; providing for the expenditure of funds therefor; and providing an effective date (RFP 6975 - awarded to Doxim Utilitec, LLC, in the five (5) year not-to-exceed amount of $1,951,725). The Public Utilities Board recommends approval (7 - 0). ID 19-2045D. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Evaluation Exhibit 3 - LLC Members Exhibit 4 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City Council of the City of Denton, a Texas municipal home-rule corporation, approving a negotiated settlement between the Atmos Cities Steering Committee ("ACSC") and Atmos Energy Corp., Mid-Tex Division regarding the company's 2019 rate review mechanism filing; declaring existing rates to be unreasonable; adopting tariffs that reflect rate adjustments consistent with the negotiated settlement; finding the rates to be set by the attached settlement tariffs to be just and reasonable and in the public interest; approving an attached exhibit establishing a benchmark for pensions and retiree medical benefits; approving an attached exhibit regarding amortization of regulatory liability; requiring the company to reimburse ACSC ’s reasonable ratemaking expenses; determining that this ordinance was passed in accordance with the requirements of the Texas Open Meetings Act; adopting a savings clause; declaring an effective date; and requiring delivery of this ordinance to the company and the ACSC’s legal counsel. ID 19-2046E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Ordinance Attachments Exhibit 4 - Presentation Exhibit 5 - 2019 Atmos RRM FAQ Attachments: Consider approval of the minutes of August 17 and August 20, 2019.ID 19-2080F. Exhibit 1 - August 17, 2019 Minutes - Planning Session (Retreat) Exhibit 2 - August 20, 2019 Minutes Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of a first amendment to a Professional Services ID 19-2082G. Page 5 Printed on 9/6/2019 September 10, 2019City Council Meeting Agenda Agreement between the City of Denton and Dannenbaum Engineering Company - Dallas, LLC, amending the contract approved by City Council on June 5, 2018, in the not-to-exceed amount of $183,839.97; said first amendment to provide Professional Engineering Services for the 2018 Denton Sidewalks Project in the amount of $135,715.59; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-007 - providing for an additional first amendment expenditure amount not-to-exceed $135,715.59, for a total contract amount not-to-exceed $319,555.56). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Original Ordinance and Contract Exhibit 3 - Project Map Exhibit 4 - LLC Members Exhibit 5 - Ordinance and Amendment Attachments: Consider adoption of an ordinance of the City of Denton approving a Consent to Assignment of an Airport Lease between Greenpoint Aerospace Corporation and US Trinity Holding, LLC; and providing an effective date. Council Airport Committee recommends approval (2-0). ID 19-2090H. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Site Map Exhibit 3 - Request to Assign Exhibit 4 - Greenpoint Lease Agreement and Amendments Exhibit 5 - Ordinance – Consent to Lease Assignment Exhibit 6 - Assignee - LLC Information Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Garver, LLC, amending the contract approved by City Council on August 21, 2018, in the not-to-exceed amount of $520,920; said first amendment to provide the construction administration service for the Lake Lewisville Water Treatment Plant Dewatering Facility in the amount of $255,092; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-025 - providing for an additional first amendment expenditure amount not-to-exceed $255,092, for a total contract amount not-to-exceed $776,012). ID 19-2093I. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Original Contract and Original Ordinance Exhibit 3 - LLC Members Exhibit 4 - Ordinance and Contract Attachments: Consider and confirm the re-appointment by the City Manager of Darhyl Ramsey to the Civil Service Commission for the term beginning September 1, 2019 and ending August 30, 2022. ID 19-2111J. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Daryhl Ramsey's Biography Attachments: Page 6 Printed on 9/6/2019 September 10, 2019City Council Meeting Agenda Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of Change Order No. 1 to the contract between the City of Denton and DDM Construction Corporation, for the Bonnie Brae Roundabout; providing for the expenditure of funds therefor; and providing an effective date (IFB 7027 - Change Order No. 1 in the not-to-exceed amount of $585,310.35 for a total contract award aggregated to $3,490,847.05). ID 19-2121K. Exhibit 1 - Agenda Informaton Sheet Exhibit 2 - Original Ordinance and Contract Exhibit 3 - Ordinance and Change Order 1 Attachments: 5. ITEMS FOR INDIVIDUAL CONSIDERATION Receive a presentation for an ordinance of the City of Denton, Texas, which would amend the City of Denton Code of Ordinances Section 2-29 to add that members of the public addressing the body through a translator will be given at least twice the amount of time as members of the public not requiring a translator. ID 19-1978A. Exhibit 1 - Agenda Information Sheet (Sept. 10) Exhibit 2 - Ordinance Exhibit 3 - Section 2-29 Subsection 4 recommended amendment Exhibit 4 - HB 2840 Enrolled Exhibit 5 - Rules of Procedure Update Presentation Attachments: Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance 2015-217 to revise the overlay conditions on approximately 30.7 acres of land zoned Neighborhood Residential (NR-3) District, generally located on the southwest corner of Hinkle Drive and West Windsor 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 thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval of the request (6-1). THIS ITEM WAS POSTPONED AT THE AUGUST 20, 2019 CITY COUNCIL MEETING. (Z19-0006d, Fireside Addition, Julie Wyatt) Z19-0006dB. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Site Location Map Exhibit 4 - Existing Zoning Map Exhibit 5 - Future Land Use Map Exhibit 6 - Ordinance 2015-217 Exhibit 7 - Notification Map and Responses Exhibit 8 - DME Approved Tree List Exhibit 9 - Site Plan Exhibit 10 - Presentation Exhibit 11 - Draft Ordinance Attachments: Page 7 Printed on 9/6/2019 September 10, 2019City Council Meeting Agenda 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 Archer Western Construction, LLC, for the construction of Lake Lewisville Water Treatment Plant (LLWTP) filter backwash and sedimentation basin wash -down residuals dewatering facility for the Wastewater Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7096 - awarded to Archer Western Construction, LLC, in the not-to-exceed amount of $8,124,640). The Public Utilities Board recommends approval (7 - 0). ID 19-2044C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - LLC Members Exhibit 4 - Ordinance and Contract- Exhibit 5 - Presentation Attachments: Consider nominations and appointments to the Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board (Downtown TIRZ), including appointment of a chairperson. ID 19-2030D. Exhibit 1 - Agenda Information SheetAttachments: Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Airport Advisory Board. ID 19-2060E. Exhibit 1 Agenda Information Sheet Exhibit 2 Nominations 09-11-2019 Attachments: Consider adoption of an ordinance of the City of Denton, Texas authorizing the expenditure of funds for the payment of wholesale transmission charges in the total amount of $1,884,599.05 to Cross Texas Transmission for $107,104.68, Electric Transmission Texas, LLC for $400,935.39, Lone Star Transmission for $132,410.26, Lower Colorado River Authority for $634,435.18, Wind Energy Transmission Texas for $93,796.66, ONCOR - NTU for $515,916.88 and, providing an effective date. ID 19-2069F. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - LLC Members Attachments: 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 Sun Coast Resources, Inc., for the supply of corrosion inhibitor and monopropylene glycol cooling water additives for Denton Energy Center; providing for the expenditure of funds therefor; and providing an effective date (IFB 7065 - awarded to Sun Coast Resources, Inc ., in the three (3) year not-to-exceed amount of $87,045). ID 19-2073G. Page 8 Printed on 9/6/2019 September 10, 2019City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - Presentation Exhibit 4 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton, a Texas municipal home -rule corporation, approving an agreement between DB Denton II, LLC ., a Delaware limited liability company, Allegiance Hillview, L.P., a New York limited partnership, and the City regarding the funding and construction of sanitary sewer improvements which are adjacent to and will serve portions of the Rayzor Ranch Development; and, providing for an effective date. ID 19-2105H. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Agreement Exhibit 3 - LLC Verification Informaton Exhibit 4 - Presentation Attachments: 6. PUBLIC HEARINGS Hold a public hearing on a proposal to adopt a tax rate of $0.590454 with a maximum allowable rate of $0.628802 per $100 valuation, which will exceed the lower of the effective or rollback tax rate. ID 19-1882A. Exhibit 1 - Agenda Information Sheet.docx Exhibit 2 - 2019 Notice of Proposed Tax Rate.pdf Exhibit 3 - Presentation.pdf Attachments: Hold a public hearing and receive citizen input on the FY 2019-20 Proposed Budget.ID 19-1884B. Exhibit 1 - Agenda Information Sheet.docx Exhibit 2 Notice of Public Hearing.pdf Attachments: 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. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E Page 9 Printed on 9/6/2019 September 10, 2019City Council Meeting Agenda I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the ________day of ___________________, 2019 at ________o'clock (a.m.) (p.m.) __________________________________________ CITY SECRETARY NOTE:THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM AND COUNCIL CHAMBERS ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY’S OFFICE. Page 10 Printed on 9/6/2019 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2099,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the Atmos rate-making process and the proposed Atmos 2019 natural gas rate increase. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Mario Canizares, Deputy City Manager DATE: September 10, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Atmos rate-making process and the proposed Atmos 2019 natural gas rate increase. BACKGROUND The City of Denton is a member of the Atmos Cities Steering Committee (“ACSC”), which is a 170- member city coalition, representing over one million Atmos Energy gas meters across the State of Texas. The Coalition is designed to advocate the interest of cities (and its citizens) regarding gas rate increases and other regulatory matters. In 2007, ACSC and Atmos Mid-Tex settled a rate application filed by the Company pursuant to Section 104.301 of the Texas Utilities Code for an interim rate adjustment commonly referred to as a GRIP filing (arising out of the Gas Reliability Infrastructure Program legislation). That settlement created a substitute rate review process, referred to as Rate Review Mechanism (“RRM”), as a substitute for future filings under the GRIP statute. Since 2007, there have been several modifications to the original RRM Tariff. The most recent iteration of the RRM Tariff was reflected in an ordinance adopted the Denton City Council adopted on September 18, 2018. On or about April 1, 2019, Atmos filed a rate request pursuant to the RRM Tariff adopted by ACSC members. Atmos claimed that its cost-of-service in a test year ending December 31, 2018, entitled it to additional system-wide revenues of $70.0 million. The application of the standards set forth in ACSC’s RRM Tariff required Atmos to reduce its request to $54.0 million. ACSC’s consultants concluded that the system-wide deficiency under the RRM regime should be $38.7 million instead of the claimed $54 million. The amount of the $38.7 million deficiency applicable to ACSC members would be $28.2 million. Summary: $70.0M – Atmos Original Request (system-wide) $54.0M – RRM Reduction (System-wide) $35.4M – Increase to ACSC members after review/negotiation Customer Impact (Avg. monthly bill): Residential: $2.05 (3.70%) increase Commercial: $6.18 (2.31%) increase City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com After the Company reviewed ACSC’s consultants’ report, ACSC’s Executive Committee and the Company negotiated a settlement whereby the Company would receive an increase of $35.4 million from ACSC Cities. The Effective Date for new rates is October 1, 2019 and the ACSC Executive Committee recommends that its member cities take action on the rate increase ordinance before the end of September. Options to Consider: 1. Consider adoption of the attached ordinance approving the ASCS Coalition’s recommended Atmos rate increase 2. Deny the adoption of the attached ordinance approving the ASCS Coalition’s recommended Atmos rate increase. Please note that by denying the ordinance, the City of Denton would be responsible for appealing the rate increase directly to the Texas Railroad Commission. All legal and consulting expenses for both the City of Denton and Atmos would be borne solely by the City of Denton ratepayers. It is highly unlikely that the City of Denton would prevail before the Commission. FISCAL INFORMATION The impact of the settlement on average residential rates is an increase of $2.05 on a monthly basis, or 3.7 percent. The increase for average commercial usage will be $6.18 or 2.31 percent. A bill impact comparison is attached to this report. PRIOR ACTION • September 10, 2019, City Council Work Session regarding 2019 RRM process • September 18, 2018, City Council adopted a Resolution for the increase in Atmos gas rates for FY 2018-19 • March 20, 2018, City Council adopted Ordinance 2018-429 approving the revised rate review process also known as the Rate Review Mechanism Tariff regarding Atmos Energy’s gas rate increases and other regulatory matters. • October 24, 2017, City Council authorized Denton to join the Atmos Cities Steering Committee (ACSC) coalition. • May 23, 2017, City Council adopted Resolution 2017-021 for the increase in Atmos gas rates for 2017 EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Respectfully submitted: Mario Canizares Deputy City Manager Prepared by: Ryan Adams Deputy Director of Public Affairs/IGR Atmos Rate Increase Mario Canizares, Deputy City Manager September 10, 2019 Background •Denton is a member of the Atmos Cities Steering Committee •ACSC is a 170-member coalition of cities •Represents over 1,000,000 customers •Atmos has over 20,000 accounts in the City of Denton RRM Process •Rate Review Mechanism (RRM) •Allows ACSC cities to review and validate costs, recover expenses, and avoid litigation over rates •Has generated significant cost savings for ACSC cities. Atmos 2019 RRM Filing •$70.0M –Atmos Original Request (system-wide) •$54.0M –RRM Reduction (System-wide) •$35.4M –Increase to ACSC members after review/negotiation Negotiated Settlement •Impact to ACSC members: $35.4M •Average Customer Impact (Avg. Monthly Bill) •Residential:$2.05 (3.70%) increase •Commercial:$6.18 (2.31%) increase Ordinance •Approves the negotiated settlement and new rates •If denied, the city would be responsible for appealing the rate increase directly to the Texas Railroad Commission. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-1779,Version:1 AGENDA CAPTION Receive a report, hold a discussion and give staff direction regarding credit and collections performance and processes. City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: Antonio Puente, Jr. DATE: September 10, 2019 SUBJECT Receive a report, hold a discussion and give staff direction regarding credit and collections performance and processes. BACKGROUND During October 2017, Customer Service presented Credit and Collections results and practices to the Public Utilities Board and City Council. The specific review was regarding Ordinance 2010-292, which details the credit and collection practices utilized by Denton Municipal Utilities. The changes undertaken were in response to recommendations made in a 2008 management review conducted by Navigant Consulting as well as evidence that the City’s uncollectible debt was increasing in amount and in proportion to total accounts receivables. Through review and discussions of subsequent information requests, in November 2017 the Public Utilities Board recommended and City Council gave direction to increase funding by $25,000 for the P.L.U.S One program, allow funding to be used towards deposit, update criteria for new contract and proceed with a Homelessness Deposit Waiver. In December 2017, City Council provided direction for modifications regarding internal credit scoring and deposit assessment which were adopted at the January 9, 2018 meeting. Staff received direction to closely monitor the impact of the changes and provide a report of credit and collections ongoing performance. Customer Service conducted an internal review of the impacts of credit and collections changes implemented in the spring of 2018. Navigant Consulting was engaged to complete a follow up study of the overall credit and collections program and practices implemented as a result of the 2008 study recommendations. Findings from both reviews were delivered in March 2019 and included a recommendation from Navigant Consulting and Customer Service to not make any additional policy changes until further time has passed to assess policy impacts. Additional information was provided in an Informal Staff Report and resulting questions were gathered during discussions in June. RECOMMENDATION Policy changes made in February 2018 are still being monitored to better grasp the full impacts. Uncollectible debt trend is a growing concern which is still being closely monitored. At this time, Customer Service recommends delaying any action which would contribute to an increase in delinquent accounts and debt risk. Instead, it is recommended to monitor performance closely and to allow more development of the Pay As You Go prepaid metering program which has shown significant results in meeting both customer needs as well as debt management. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Debt performance will continue to be closely monitored. Customer Service recommends reviewing performance over the next quarter and returning to Council for containment direction if current trending continues as it has over the previous 6 months. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Public Utilities Board, August 12, 2018 FISCAL INFORMATION Existing policy changes in credit and collections have resulted in $850K less in deposits on high risk accounts and a significant, increasing trend in uncollectible debt. In March, data pertaining to bad debt following the February 2018 policy changes was only available for 7 months but showed an increase of approximately 30% over the previous year. In the first quarter this fiscal year, uncollectible debt is 44% higher than the same period the previous year and debt has averaged more than $56K per month over the last 6 months. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Staff Presentation Respectfully submitted: Tiffany Thomson, 940-349-7412 Director of Customer Service Prepared by: Christa Foster, 940-349-7412 Customer Service Manager Christa Foster -Customer Service Sept. 10, 2019 City Council Presentation Credit & Collections Follow-up ID# 19-1779 (1/9) 09/10/19 February 2018 Credit and collection policies were updated March 2019 Navigant Consulting compared credit and collection performance to industry Customer Service reviewed performance related to 2018 policy changes June 2019 Informal staff report was issued to address follow up questions Background: PLUS One utility assistance program funding increased $25K Additional deposit waiver options were introduced Internal credit rating scale was modified Interest no longer counts as a credit event Credit scoring allows more events before deposit required One month deposit for D credit rating instead of two month deposit ID# 19-1779 (2/9) 09/10/19 November 16, 2010, Ordinance 2010-292 approved implementation of best practices recommended by a 2009 Navigant Consulting debt study $- $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 FY 2009-10 FY 2016-17 FY 2017-18 Q1 2018-19 $1.1M $381K $448K $153K Policy and Debt Performance Unrecoverable Debt Performance History: FY2009-10 Annual $1.1M Debt FY2016-17 Annual $381K Debt 72.78% Reduction from FY2009-10 FY2017-18 Annual $448K Debt 18% Annual Increase over FY2016-17 Driven by 24% Increase February –September FY2018-19 First Quarter $153K Debt 44% Increase over Q1 FY2017-18 ID# 19-1779 (3/9) 09/10/19 $0 $20,000 $40,000 $60,000 $80,000 Q1 Avg Q2 Avg Q3 Avg Q4 Avg Policy and Debt Performance FY2015-16 –Followed 2010 Credit and Collection Policies FY2016-17 –Followed 2010 Credit and Collection Policies FY2017-18 –Deposit Policy Updated February 2018 ( ) ▪Reduced events affecting internal credit score ▪Increased number of occurrences before requiring a deposit ▪Decreased deposit amount for a credit tier FY2018-19 –Following 2018 Credit and Collection Policies $50K ID# 19-1779 (4/9) 09/10/19 Debt Impact of Late Fees & Interest Late fees and interest account for 3% of bad debt Final bills do not receive fees or interest 35% of write off accounts included fees $269.50 $8.00 $0.75 Charges Fees Interest Average Write Off ($278.25) ID# 19-1779 (5/9) 09/10/19 Late Fee Amount and Payment Behavior In order to encourage frequently delinquent customers to alter payment behavior, the Late Fee penalty increased from $10 to $20 effective February 1, 2011. Immediate 29% month over month decrease in delinquent accounts Improved payment behaviors have maintained over time Percentage of Delinquent Accounts has dropped 42.5% since FY2010 51.6K 56.6K 57.8K 59.6K 14.1%9%8.4%8.1% 2010 2016 2017 2018 Number of Accounts Percentage of Delinquent AccountsID# 19-1779 (6/9) 09/10/19 Deposits and Transfers of Service Transfer of service deposit processes for 17 entities were reviewed. The most common practice is to transfer both deposit and outstanding account balances to the new location when the final bill is produced. Transfer Deposits to the New Location Requires Second Deposit if Service Overlaps Final Balance Transferred to New Location New Location Subject to Interruption 1696 72% 463 20%118 5% 67 3% No Deposit Before or After Deposit Refunded Only Deposit on New Account Lower New Deposit Increased New Deposit ID# 19-1779 (7/9) 09/10/19 Next Steps: Continue to monitor uncollectible debt trend over next quarter December 2019 –Provide the Public Utilities Board and City Council recommendations for containment if current trends continue Postpone or avoid policy and procedure updates which will contribute to current uncollectible debt growth Maintain existing late fee structure as an effective deterrence of account delinquency Continue current deposit process Continue to monitor and grow the Pay As You Go prepaid metering program for effectiveness in reducing customer burden without negative impact on uncollectible debt ID# 19-1779 (8/9) 09/10/19 Questions? Christa Foster ID# 19-1779 (9/9) 09/10/19 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-1961,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding the FY 2019-20 City Manager’s Proposed Budget, Capital Improvement Program, and Five-Year Financial Forecast. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT:Finance CFO:Antonio Puente, Jr. DATE:September 10, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the FY 2019-20 City Manager’s Proposed Budget, Capital Improvement Program, and Five-Year Financial Forecast. BACKGROUND The FY 2019-20 City Manager’s Proposed Budget was submitted to the City Council on July 30, 2019. Staff provided the City Council with a comprehensive overview of the proposed budget at a Budget Work Session on August 1st, August 13th and August 20th. The purpose of this agenda item is to provide the City Council an additional opportunity for questions and dialogue on the FY 2019-20 City Manager’s Proposed Budget, Capital Improvement Program and Five-Year Financial Forecast. Additionally, exhibit 4 provides a memo responding to questions raised at prior budget meetings. Below is the schedule for the adoption of the tax roll, tax rate and budget: September 10, 2019 -2nd Public Hearing on Tax Rate Public Hearing on Proposed Budget September 17, 2019 -City Council Tax Roll, Tax Rate and Budget EXHIBITS 1. Agenda Information Sheet 2. Presentation 3. Budget Follow-Up Memo Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared by: Nick Vincent 349-8063 Budget Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com City Manager’s Proposed Budget David Gaines Finance Director September 10, 2019 September 10, 2019 -ID19-1961 Key Budget Dates June 18, 2019 General Fund Five Year Forecast Presentation, Departmental Presentations June 25, 2019 Departmental Presentations July 16, 2019 2nd General Fund Five Year Forecast Discussion, Departmental Presentations July 23, 2019 Departmental Presentations July 24, 2019 Final Certified Value Received August 1, 2019 1st Budget Workshop –City Manager’s Proposed Budget Submitted to Council August 13, 2019 2nd Budget Workshop August 20, 2019 3rd Budget Workshop/1st Public Hearing on Tax Rate •September 10, 2019 2nd Public Hearing on Tax Rate & Public Hearing on Budget •September 17, 2019 Council Adopts Budget September 10, 2019 -ID19-1961 September 10, 2019 -ID19-1961 Changes to Proposed Budget •Increased Development Service Fee Revenue $2.8 Million •Reduce Property Tax Rate to Effective Rate •Funded Development Fee Grant or Other Assistance an Additional $150,000 •Decreased Engineering Services Transfer $500,000 due to Engineering Review Fee changes •Increased Meet and Confer Allocation $60,000 ($510,000 total) •Increased City Council Contingency Budget from $1,600 to $1,700 •Increased election expense by $50,000 for November and May election •TIRZ Board didn’t recommend funding downtown pressure washing ($35,000) Revenue Assumptions •Assessed Value Increases •FY 2019-20 –11.52% (11.9% with TIRZ values) •11.3% increase in Non-Frozen Values •FY 2020-21 and beyond –Assumes effective tax rate each year plus new value. •Proposed (Effective) tax rate of $0.590454 (3 Cent Decrease from Current Tax Rate) •Debt Service Portion of Tax Rate •Decrease of $0.00995 to $0.205090 in FY 2019 -20 •M&O Portion of Tax Rate •Decrease of $0.020066 from $0.405432 in FY 2018 -19 to $0.385364 in FY 2019-20 •Sales Tax •FY 2019-20 –3.5% above the revised estimate for FY 2018-19 •FY 2020-21 and beyond –3.5% increase •Franchise Fees •Assumed $650K decrease in FY 2019-20 projection •Result of SB 1152 change to Franchise Fee Payments •Increase in Development Service Fees •$2.8 Million increase based on revised fees following cost of service study September 10, 2019 -ID19-1961 Property Values and Tax Rate Current Tax Rate $0.620477 / $100 Proposed Tax Rate Maintenance & Operation $0.385364 / $100 Debt Service $0.205090 / $100 Total Proposed Tax Rate $0.590454/ $100 Effective Tax Rate $0.590454 / $100 Rollback Tax Rate (Current 8%) $0.633033/ $100 Future “Rollback Tax Rate” (Future 3.5%)$0.610501 / $100 (Beginning in FY2021 For Reference Only) * Excluding TIRZ Values Certified Taxable Value*$12,620,560,528 Value Increase 11.52% Freeze Adjusted Certified Taxable Value* $12,620,560,528 Value Increase 11.3% September 10, 2019 -ID19-1961 Average Taxable Value -History Fiscal Year Operations Rate Debt Rate Total Rate Average Taxable Value Average Tax Bill 2020 $0.385364 $0.20509 $0.59045 $248,909 $1,470 2019 $0.40543 $0.21505 $0.62048 $233,165 $1,447 2018 $0.43031 $0.20755 $0.63786 $214,136 $1,366 2017 $0.46674 $0.21660 $0.68334 $197,379 $1,349 2016 $0.47456 $0.21519 $0.68975 $179,149 $1,236 2015 $0.48119 $0.20856 $0.68975 $166,728 $1,150 2014 $0.47480 $0.21495 $0.68975 $157,039 $1,083 2013 $0.47088 $0.21887 $0.68975 $154,354 $1,065 2012 $0.47088 $0.21887 $0.68975 $154,282 $1,064 2011 $0.47088 $0.21887 $0.68975 $153,160 $1,056 September 10, 2019 -ID19-1961 September 10, 2019 -ID19-1961 City Comparison City Population Cents Over Effective Rate Proposed Tax Rate Average Taxable Value Water Rate Increase Wastewater Rate Increase Denton 133,808 $0.0000 $0.59045 $248,909 0%0% Plano 288,061 $0.0000 $0.4482 $455,979 2%0% Mesquite 142,816 $0.0392 $0.7340 $134,492 0%0% McKinney 191,645 $0.0069 $0.5156 $134,518 2%6% Allen 103,383 $0.0024 $0.4890 $367,638 8%10% Richardson 120,981 $0.0353 $0.6252 $235,652 7.5%7.5% Garland 242,504 $0.0200 $0.7696 $157,684 0%3.96% Irving 195,218 $0.0269 $0.5941 $195,218 2.6%5.8% Arlington 398,112 $0.0440 $0.6240 $249,127 4%3.6% Grand Prairie 191,720 $0.0585 $0.6699 $141,388 4.5%4.5% Frisco 189,916 $0.0119 $0.4466 $413,028 2%2% Round Rock 116,120 $0.0370 $0.4390 $255,198 0%0% Carrollton 136,170 $0.0319 $0.5949 $282,260 7.3%7.3% Lewisville 105,640 $0.0299 $0.4433 $252,361 1%1% General Fund Revenue FY 2019-20 Proposed Budget Property Tax 35.7% Sales Tax 28.8% Franchise Agreements 3.4% Other Taxes 0.4% Service Fees 6.0% Fines and Fees 2.6% Licenses and Permits 4.9% Transfers 9.2% Return on Investment (ROI) 6.6% Other Revenues 2.4% September 10, 2019 -ID19-1961 $136,335,942 General Fund Expenditures by Category FY 2019-20 Proposed Budget Personnel Services 68.3% Materials & Supplies 2.4% Maintenance & Repair 1.3% Insurance 1.2% Miscellaneous 1.0% Operations 13.3% Transfers 12.1% Fixed Assets 0.4% September 10, 2019 -ID19-1961 $136,461,548 General Fund Expenditures by Function FY 2019-20 Proposed Budget Building Inspections 2.5%Comm Imp Services 1.2% Libraries 4.5% Parks & Recreation 9.0% Planning 2.8% Gas Well Inpections 0.3% Comm Development 1.2% Animal Services 1.5% Fire 23.4% Municipal Court 0.9% Police 26.4% Public Safety Communications 3.0% Traffic/Transportation 2.3% Legal/CMO/Judge 4.1% 380 Agreements 2.8% Economic Development 0.9% Finance/Internal Audit 1.0% Other 12.4% September 10, 2019 -ID19-1961 $136,461,548 General Fund Forecast –Development Fee Increase/Effective Tax Rate September 10, 2019 -ID19-1961 FY 2018-19 Budget FY 2018-19 Estimate FY 2019-20 Proposed FY 2020-21 Projected FY 2021-2022 Projected FY 2022-23 Projected FY 2023-2024 Projected Beginning Fund Balance 30,317,385$ 30,317,385$ 30,135,495$ 30,009,888$ 29,802,809$ 29,428,681$ 29,617,051$ Property Tax 46,259,982$ 46,259,982$ 48,629,397$ 50,293,933$ 51,856,989$ 53,420,580$ 54,984,724$ Sales Tax 41,425,582 37,953,567 39,281,942 40,656,810 42,079,798 43,552,591 45,076,932 Other Revenues 40,015,741 41,492,342 48,424,603 48,224,749 49,529,077 51,072,524 52,779,690 Total Revenue 127,701,305$ 125,705,891$ 136,335,942$ 139,175,492$ 143,465,865$ 148,045,695$ 152,841,346$ Base Expenditures*129,184,436$ 125,435,880$ 130,841,472$ 138,582,572$ 143,839,992$ 147,857,325$ 152,250,026$ New Recurring Expenses 5,140,591$ 800,000$ New One-Time Expenses 451,901$ 479,485$ Total Expenditures 129,184,436$ 125,887,781$ 136,461,548$ 139,382,572$ 143,839,992$ 147,857,325$ 152,250,026$ Ending Fund Balance 28,834,254$ 30,135,495$ 30,009,888$ 29,802,809$ 29,428,681$ 29,617,051$ 30,208,372$ Change in Fund Balance (1,483,131)$ (181,890)$ (125,606)$ (207,080)$ (374,128)$ 188,370$ 591,321$ Fund Balance as % of Total Expenditures 22.32%23.94%21.99%21.38%20.46%20.03%19.84% Supplemental Package Summary General Fund •$479,485 one-time Cost, $4,818,377 on-going cost •All supplementals listed funded at the Effective Tax Rate September 10, 2019 -ID19-1961 Department Program Title Personnel Services On-Going Costs One-Time Costs Requested Expense Amount Animal Services Two Temporary Kennel Techs 17,498$ -$ -$ 17,498$ Animal Services Volunteer Coordinator 77,896$ -$ -$ 77,896$ Animal Services Additional Animal Control Officers 132,346$ -$ -$ 132,346$ Council Initiative Integrated Pest Management - Topdressing (Parks)-$ 461,100$ -$ 461,100$ Council Initiative Block Party - Street Closures (Parks)-$ 2,400$ -$ 2,400$ Council Initiative Creation of Co-Sponsorship Special Event Fund (Parks)-$ 280,000$ -$ 280,000$ Council Initiative Barrier Funds - Diversion -$ 40,000$ -$ 40,000$ Council Initiative Housing/Rapid Re-Housing -$ 100,000$ -$ 100,000$ Council Initiative Expand & Enhance MKOC Shelter (7 nights/week)-$ 400,000$ 80,000$ 480,000$ Council Initiative Street Outreach Team Expansion -$ 64,600$ -$ 64,600$ Council Initiative Special Counsel - Internal Audit -$ 25,000$ -$ 25,000$ Council Initiative Living Wage Impact - $15.00/hr (Full Time, Part Time)13,398$ -$ -$ 13,398$ Finance Accounts Payable Automation Software -$ -$ 200,000$ 200,000$ Fire Fire Operations Professional Development Program 18,986$ 10,000$ -$ 28,986$ Library Eliminate Overdue Fines -$ -$ -$ 75,000$ Parks New and Existing Parks Maintenance -$ 508,105$ -$ 508,105$ Planning Permitting & Planning Software Maintenance -$ 300,000$ -$ 300,000$ Planning Comprehensive Plan Update -$ -$ 95,000$ 95,000$ September 10, 2019 -ID19-1961 Supplemental Funding Summary (Cont.) Department Program Title Personnel Services On-Going Costs One-Time Costs Requested Expense Amount Police Sworn Officers 441,949$ 11,772$ 41,068$ 494,789$ Police Meet and Cofer -$ 510,000$ -$ 510,000$ Police Civilian Jailers 131,429$ 2,400$ 12,616$ 146,445$ Police Public Safety Officers 201,884$ 11,772$ 30,801$ 244,457$ Public Affairs Construction Guide -$ 40,000$ -$ 40,000$ Public Affairs Our Daily Bread Security -$ 18,850$ -$ 18,850$ Public Safety CommunicationsAdditional Telecommunications Employees - 3 FTEs 294,517$ -$ -$ 294,517$ Public Safety CommunicationsDispatcher Overtime 105,060$ -$ -$ 105,060$ Recreation Fund North Lakes Driving Range Ball Machine -$ -$ 15,000$ 15,000$ Technology Services Public Safety – Identix LiveScan Upgrade -$ 37,000$ -$ 37,000$ Technology Services Public Safety Redundancy -$ 130,000$ -$ 130,000$ Technology Services Kemp Replacement -$ 7,272$ -$ 7,272$ Technology Services AntiVirus -$ 29,087$ -$ 29,087$ Technology Services Public Safety -$ 172,500$ -$ 172,500$ Traffic Operations Signs and Marketing FTE 67,697$ -$ 2,300$ 69,997$ Traffic Operations Traffic Signal FTE 78,859$ -$ 2,700$ 81,559$ Total 1,581,519$ 3,161,858$ 479,485$ 5,297,862$ FY 2019-20 Capital Program September 10, 2019 -ID19-1961 •Total new funding including utilities is $133.25 million •General Obligation Bonds -$14.7 million •General Fund CO’s –$19.6 million •General Government Revenue Funded -$.60 •Utility CO’s -$72.7 million •Utility revenue funded -$25.65 million •General Government Proposed Debt •Street Projects (2014) –$13.19 million •Parks (2014) -$1.475 million •Vehicle Replacements -$3.14 million •Facility Improvements -$1.5 million •Fire Station 8 -$5 Million •Municipal Facilities -$10 Million Special Revenue & Internal Service Funds September 10, 2019 -ID19-1961 Projected Appropriable Fund Balances – Special Revenue Funds Special Revenue Fund Appropriable Fund Balance 9-30-19 Revenues Expenditures Appropriable Fund Balance 9-30-20 Street Improvement Fund $ 2,348,270 $14,653,058 $ 15,731,116 $ 1,270,212 Tree Mitigation Fund $ 2,284,159 $ 410,000 $ 2,413,100 $ 281,059 Recreation Fund $ 265,662 $6,522,822 $ 6,784,595 $ 3,889 Traffic Safety Fund $ 2,287,348 $ ‐$ 2,000,000 $ 287,348 Economic Development Fund $607,947 $150,000 $500,000 $257,947 Roadway Impact Fee Fund $ 2,610,236 $ 3,000,000 $ 5,000,000 $ 610,236 Police Confiscation Fund $ 224,320 $ ‐$ 177,105 $ 47,215 Downtown Reinvestment Fund $ 48,513 $ ‐$ 48,513 $ - September 10, 2019 -ID19-1961 * Estimated 9-30-19 Appropriable Fund Balance Projected Appropriable Fund Balances – Special Revenue Funds (Continued) Special Revenue Fund Appropriable Fund Balance 9-30-19 Revenues Expenditures Appropriable Fund Balance 9-30-20 Parks Gas Well $ 77,906 $ 30,000 $ 70,000 $ 37,906 McKenna Trust Fund $ 92,638 $ 5,000 $ 90,000 $ 7,638 PEG Fund $ 1,283,858 $ 270,000 $ 440,000 $ 1,113,858 Parkland Dedication Fund $ 1,596,094 $ 270,000 $ 500,000 $ 1,366,094 Parkland Development Fund $ 2,859,780 $ 325,000 $ 500,000 $ 2,684,780 Donation Funds $ 216,713 $ 149,500 $ 260,401 $ 105,812 September 10, 2019 -ID19-1961 Grants Grant Amount Unspent Amount Non-Capital Grants $ 8,355,076 $ 4,764,323 * Estimated 9-30-19 Appropriable Fund Balance Projected Appropriable Fund Balances – Internal Service Funds Internal Service Funds Appropriable Fund Balance 9-30-19 Revenues Expenditures Appropriable Fund Balance 9-30-20 Technology Services $ 810,265 $ 17,283,209 $ 18,058,384 $ 35,091 Material Management $ 1,067,234 $ 17,678,570 $ 18,206,841 $538,963 Fleet Management $ 975,103 $ 10,829,427 $ 10,829,427 $ 975,103 Risk Retention $ 2,381,001 $ 3,966,487 $ 4,016,076 $ 2,331,412 Health Insurance $ 3,936,867 $ 30,562,100 $ 30,605,532 $ 3,893,435 Engineering Services $ 603,832 $ 8,573,613 $ 8,573,613 $ 603,832 Customer Service $ ‐$ 6,220,056 $ 6,220,056 $ ‐ Facilities Management $ ‐$ 4,964,302 $ 4,964,302 $ ‐ September 10, 2019 -ID19-1961 * Estimated 9-30-19 Appropriable Fund Balance Enterprise Funds September 10, 2019 -ID19-1961 Water Fund No Rate Changes Actual Budget Estimate Proposed FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Revenues (x 1,000) Rate Revenue $40,596 $37,506 $38,598 $39,354 $39,986 $41,527 $43,128 $44,055 Non Rate Revenue $2,167 $2,506 $2,532 $2,109 $2,108 $2,169 $2,129 $2,131 Impact Fee Revenue - Revenue Funding $0 $0 $0 $3,839 $2,725 $1,154 $3,500 $45 Impact Fee Revenue - Debt Service $3,755 $5,700 $5,700 $2,766 $3,880 $5,451 $3,105 $6,560 Subtotal $46,519 $45,712 $46,830 $48,068 $48,700 $50,301 $51,862 $52,791 Planned Use of Reserves 0 4,480 3,158 2,993 0 0 0 0 TOTAL REVENUE $46,519 $50,192 $49,987 $51,062 $48,700 $50,301 $51,862 $52,791 Expenditures (x 1,000) O&M $12,301.52 $15,621 $15,400 $16,088 $16,920 $17,298 $17,817 $18,352 Revenue Funded Capital $11,745 $15,280 $14,747 $9,373 $4,857 $5,600 $6,782 $8,405 Revenue Funded Impact Fee Projects $0 $0 $0 $3,839 $2,725 $1,154 $3,500 $45 Transfers (Internal and External)$2,512 $3,391 $3,849 $5,182 $5,362 $5,526 $5,692 $5,863 ROI/Franchise Fee $3,329 $3,239 $3,329 $3,396 $3,451 $3,515 $3,621 $3,730 Debt Service $12,638 $12,663 $12,663 $12,879 $11,763 $11,310 $9,830 $10,356 Supplementals $0 $0 $0 $304 $370 $378 $387 $396 TOTAL EXPENSE $42,526 $50,192 $49,987 $51,062 $45,446 $44,782 $47,630 $47,146 Net Income $3,993 $0 $0 $0 $3,253 $5,519 $4,232 $5,645 Rate Increases 0.0%0.0%0.0%0.0%0.0%2.0%2.0%0.0% RESERVE BALANCES FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Working Capital $3,402 $4,015 $3,999 $4,085 $3,636 $3,583 $3,810 $3,772 Operating Reserve $22,795 $17,452 $18,790 $15,461 $19,164 $24,735 $28,739 $34,423 Wrking Cptl + Op Reserve $26,197 $21,467 $22,789 $19,546 $22,799 $28,318 $32,550 $38,195 Number of Working Days 225 156 166 140 183 231 249 296 Development Plan Lines $500 $750 $750 $1,000 $1,000 $1,000 $1,000 $1,000 Impact Fee Capital Reserve (Revenue Funded)$0 $0 $0 $9,000 $9,000 $9,000 $9,000 $9,000 Impact Fee Reserve $14,671 $14,671 $14,871 $5,871 $5,871 $5,871 $5,871 $5,871 Debt Coverage Ratio - 1.25 2.71 2.38 2.48 2.19 2.47 2.82 3.11 3.32 Wrking Cptl/ Op Reserve Target - 120 Days (33%)$14,033 $16,563 $16,496 $16,850 $14,997 $14,778 $15,718 $15,558 Wrking Cptl/ Op Reserve Target - 180 Days (50%)$21,263 $25,096 $24,994 $25,531 $22,723 $22,391 $23,815 $23,573 September 10, 2019 -ID19-1961 Wastewater Fund No Rate Changes ACTUAL BUDGET ESTIMATE PROPOSED FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Revenues (x 1,000) Rate Revenue $29,993 $28,815 $28,814 $29,976 $30,484 $30,933 $31,346 $31,895 Non Rate Revenue $2,648 $1,935 $2,363 $2,471 $2,321 $2,311 $2,329 $2,348 Impact Fee Revenue - Revenue Funded $0 $0 $0 $500 $500 $151 $14 $146 Impact Fee Revenue - Debt Service 4,036 $2,000 2,000 3,770 3,770 4,119 4,256 4,124 Subtotal $36,677 $32,750 $33,177 $36,717 $37,074 $37,514 $37,945 $38,513 Planned Use of Reserves 0 4,721 4,014 1,608 823 1,255 0 0 TOTAL REVENUES $36,677 $37,471 $37,191 $38,325 $37,897 $38,769 $37,945 $38,513 Expenditures (x 1,000) O&M $12,397 $15,134 $14,520 $16,092 $16,200 $16,554 $16,885 $17,223 Revenue Funded Capital 8,165 9,669 9,507 5,749 5,318 5,220 5,636 5,221 Transfers (Internal and External)3,645 3,718 4,172 5,373 5,787 6,194 6,336 6,481 Impact Fee Project Revenue Funding - - - 500 500 151 14 146 ROI/Franchise Fee 2,211 2,144 2,187 2,531 2,289 2,330 2,377 2,424 Debt Service 7,166 6,806 6,806 7,479 7,183 7,680 5,651 5,720 Drainage Supplementals - - - 303 312 321 331 341 Wastewater Supplementals - - - 298 308 317 327 336 TOTAL EXPENSES $33,585 $37,471 $37,191 $38,325 $37,897 $38,769 $37,556 $37,892 Net Income $3,093 $0 $0 $0 $0 $0 $389 $621 Rate Increases 0.0%-5.0%-5.0%0.0%0.0%0.0%0.0%0.0% ACTUAL BUDGET ESTIMATE PROPOSED RESERVE BALANCES FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Working Capital $2,687 $2,998 $2,975 3,066$ $3,032 $3,101 $3,004 $3,031 Operating Reserve $16,183 $10,951 $11,680 9,781$ $8,793 $7,404 $7,890 $8,484 Wrkng Cptl + Op Reserve $18,870 $13,949 $14,656 $12,847 $11,825 $10,505 $10,894 $11,516 Number of Working Days 205 136 144 122 114 99 106 111 Development Plan Lines $335 $535 $535 $735 $935 $1,000 $1,000 $1,000 Drainage Reserve $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Impact Fee Reserve $4,190 $4,190 $5,190 $5,190 $5,190 $5,190 $5,190 $5,190 Debt Coverage Ratio - 1.25 2.88 2.04 2.13 2.04 2.10 1.92 2.61 2.59 Wrkng Cptl / Op Reserve Target - 100 Days (28%)$9,404 $10,492 $10,414 $10,731 $10,611 $10,855 $10,516 $10,610 Wrkng Cptl / Op Reserve Target - 140 Days (39%)$13,098 $14,614 $14,505 $14,947 $14,780 $15,120 $14,647 $14,778 September 10, 2019 -ID19-1961 Drainage 2017-18 2018-19 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 ACTUAL BUDGET ESTIMATE PROPOSED PROJECTED PROJECTED PROJECTED PROJECTED Revenues (x 1,000) Transfers In 424$ 317$ 317$ 370$ 380$ 391$ 403$ 415$ Drainage Resources 4,676$ 4,727$ 4,661$ 4,537$ 4,640$ 4,595$ 4,733$ 4,875$ Auction Proceeds 11$ 44$ 44$ 35$ 121$ 71$ 73$ 75$ TOTAL REVENUES 5,111$ 5,088$ 5,022$ 4,942$ 5,142$ 5,057$ 5,209$ 5,365$ Expenditures (x 1,000) O&M $2,087 $2,857 $2,472 $2,961 $3,031 $3,092 $3,185 $3,280 Revenue Funded Capital $1,768 $1,093 $1,414 $651 $712 $665 $821 $846 Transfers (Internal and External)$579 $659 $659 $549 $811 $847 $872 $899 ROI/Franchise Fee - - - - - - - - Debt Service $677 $477 $477 $478 $276 $132 $0 $0 Supplementals $0 $0 $0 $303 $312 $321 $331 $341 TOTAL EXPENSES $5,111 $5,088 $5,022 $4,942 $5,142 $5,057 $5,209 $5,365 Net Income $0 $0 $0 $0 $0 $0 $0 $0 Rate Increases 0%0%0%0%0%0%0%0% Drainage Reserve 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ September 10, 2019 -ID19-1961 September 10, 2019 -ID19-1961 Electric Fund No Rate Increase Actual Budget Estimate Proposed Projected Projected Projected Projected 2018 2019 2019 2020 2021 2022 2023 2024 Base Rate Revenues 92.38$ 84.50$ 87.76$ 91.74$ 93.96$ 91.79$ 94.11$ 96.44$ TCRFRevenues 5.52 - - - - - - - ECA Revenues 52.37 51.02 51.94 54.75 60.61 72.71 74.55 76.39 Rate Revenues 150.27 135.52 139.69 146.49 154.58 164.51 168.66 172.83 DEC Revenue -$ 36.30$ 29.40$ 25.07$ 21.95$ 19.43$ 14.92$ 13.39$ Non-rate Revenues 41.43 43.81 44.02 50.68 52.89 34.63 34.43 47.21 Subtotal 191.70 215.63 213.11 222.24 229.41 218.57 218.01 233.43 Operating Reserve Usage (6.17) 28.06 (18.30) (6.99) 3.62 (0.63) (6.85) 6.59 Total Revenues 185.53$ 243.69$ 194.81$ 215.25$ 233.03$ 217.94$ 211.16$ 240.02$ Total Revenues less ECA & TCRF 127.64$ 192.67$ 142.87$ 160.51$ 172.42$ 145.23$ 136.62$ 163.63$ Expenditures Purchase Power 76.59 82.15 90.07 86.81 79.61 70.80 72.78 68.32 Transmission of Power 12.07 12.50 12.50 18.62 19.12 19.62 20.12 20.62 O&M 22.68 34.56 33.35 36.17 36.87 37.96 39.07 42.22 Cost of Service Transfers 12.47 14.19 14.43 16.84 17.34 17.85 18.37 18.91 ROI & Franchise Fee 14.55 15.07 14.96 16.06 16.54 14.92 15.20 16.59 NON DEC Debt Service 34.36 36.23 37.10 37.45 39.03 40.76 42.00 42.85 DEC Debt - 4.45 13.55 17.28 17.29 17.29 17.31 17.32 Debt Defeasance - 28.62 - - - - - - Revenue Funded Capital 25.14 15.92 15.46 - - - - - Total Expenditures 197.86$ 243.69$ 231.41$ 229.23$ 225.80$ 219.19$ 224.86$ 226.84$ Total Expenditures less Energy 139.38$ 193.07$ 156.81$ 150.26$ 155.72$ 148.09$ 149.27$ 153.55$ Net Income (12.33)$ -$ (36.60)$ (13.97)$ 7.23$ (1.25)$ (13.69)$ 13.18$ Net Income w/o ECA Carryover -$ -$ -$ -$ -$ -$ -$ -$ Operating Reserve 57.68$ 58.27$ 36.62$ 29.81$ 33.71$ 33.63$ 26.32$ 32.75$ Working Capital 16.26 20.03 19.02 18.84 18.56 18.02 18.48 18.64 73.94$ 78.30$ 55.64$ 48.66$ 52.27$ 51.65$ 44.80$ 51.39$ September 10, 2019 -ID19-1961 Actual Budget Estimate FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Revenues (x 1,000) Rate Revenue $32,404 $32,595 $32,720 $33,679 $34,687 $35,799 $36,896 $38,288 Non Rate Revenue $2,388 $1,929 $1,368 $1,712 $2,194 $2,038 $2,121 $2,120 Subtotal $34,792 $34,523 $34,088 $35,391 $36,881 $37,837 $39,017 $40,408 Planned Use of Reserves 181 349 553 3,059 0 0 78 0 TOTAL REVENUE $34,973 $34,872 $34,641 $38,450 $36,881 $37,837 $39,095 $40,408 Expenditures (x 1,000) O&M $18,471 $20,164 $20,236 $21,220 $21,705 $22,155 $22,715 $23,292 Revenue Funded Capital $0 $0 $0 $0 $0 $0 $0 $0 Vehicle Replacement Fund Transfers $1,604 $873 $858 $2,001 $1,590 $1,988 $3,300 $3,366 Transfers (Internal and External)$2,475 $1,976 $2,256 $3,081 $3,167 $3,255 $3,314 $3,376 Franchise Fee $1,738 $1,694 $1,699 $1,756 $1,797 $1,844 $1,902 $1,972 Closure/Post Closure $1,143 $1,169 $596 $610 $624 $639 $651 $664 Debt Service $9,542 $8,995 $8,995 $8,449 $7,302 $7,292 $6,547 $6,242 Supplementals $0 $0 $0 $1,333 $695 $665 $665 $665 TOTAL EXPENSE $34,973 $34,872 $34,641 $38,450 $36,881 $37,837 $39,095 $39,577 Net Income $0 $0 $0 $0 $0 $0 $0 $832 RESERVE BALANCES FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Working Capital $2,798 $2,790 $2,771 $3,076 $2,950 $3,027 $3,128 $3,166 Rental Fund $1,267 $1,267 $1,267 $0 $0 $0 $0 $0 Operating Fund Reserve $3,613 $3,273 $3,086 $3,970 $4,096 $4,020 $3,841 $4,634 Total Operating Reserve $7,678 $7,329 $7,124 $7,046 $7,047 $7,047 $6,968 $7,800 Vehicle Replacement Fund Transfers $1,604 $873 $858 $2,001 $1,590 $1,988 $3,300 $3,366 Vehicle Purchases $0 ($100)($40)($2,079)($202)($1,227)($3,420)($3,334) Operating Fund Transfer $0 $0 $0 ($2,981)$0 $0 $0 $0 Total Vehicle Replacement Reserve $3,241 $4,014 $4,059 $1,000 $2,388 $3,149 $3,029 $3,062 Number of Working Days 80 77 75 67 70 68 65 72 Closure/Post Closure $9,897 $11,066 $10,493 $11,103 $11,727 $12,365 $13,016 $13,680 Debt Coverage Ratio - 1.25 1.66 1.26 1.24 1.57 1.43 1.71 1.80 2.11 Wrking Cptl/ Op Reserve Target - 51 Days (14%)$4,896 $4,882 $4,850 $5,383 $5,163 $5,297 $5,473 $5,541 Wrking Cptl/ Op Reserve Target - 65 Days (18%)$6,295 $6,277 $6,235 $6,921 $6,638 $6,811 $7,037 $7,124 Solid Waste Fund No Rate Increase Utility Supplemental Funding Requests - Funded in FY 2019-20 Proposed Budget September 10, 2019 -ID19-1961 Water Fund Program Title FTE's Personnel Services On-Going Cost One-Time Cost Vehicles Requested Expense Amount Water Metering Metering Maintenance 1.00 63,163$ 45,000$ 108,163$ Water Metering Administrative Assistant I 0.50 38,234$ 38,234$ Water Production Operator I 1.00 24,083$ 24,083$ Utility Administration Administrative Assistant I 1.00 51,221$ 51,221$ Utility Administration Intern 0.50 15,230$ 15,230$ Water Distribution Heavy Equipment Operator I 1.00 88,240$ 88,240$ Water Distribution Hydrant Maintenance Crew Truck 75,700$ 75,700$ Total 5.00 280,171$ -$ -$ 120,700$ 400,871$ Utility Supplemental Funding Requests - Funded in FY 2019-20 Proposed Budget (cont.) September 10, 2019 -ID19-1961 Wastewater Fund Program Title FTE's Personnel Services On-Going Cost One-Time Cost Vehicles Requested Expense Amount Wastewater Collections Heavy Equipment Operator II 2.00 141,374$ 141,374$ Wastewater Collections Heavy Equipment Operator II 1.00 76,408$ 76,408$ Wastewater Collections Flushing Truck Crew Leader 1.00 80,066$ 80,066$ Drainage Operation and Maintenance Crew 4.00 287,899$ 75,000$ 362,899$ Total 8.00 585,747$ -$ -$ 75,000$ 660,747$ Utility Supplemental Funding Requests - Funded in FY 2019-20 Proposed Budget (cont.) September 10, 2019 -ID19-1961 Solid Waste Fund Program Title FTE's Personnel Services On-Going Cost One-Time Cost Vehicles Requested Expense Amount Solid Waste Site Operations Scalehouse/Asset Mgmt Software 50,000$ 400,000$ 450,000$ Solid Waste Landfill Engineering Services 150,000$ 150,000$ Solid Waste Commercial Route-Consulting Services 30,000$ 75,000$ 105,000$ Solid Waste Commercial Roll Off 23,000$ 200,000$ 223,000$ Solid Waste Landfill Waste Handler Dozer 28,000$ 1,160,000$ 1,188,000$ Solid Waste Residential Mini Rear Loader 14,500$ 140,000$ 154,500$ Solid Waste Residential Mini Rear Loader 14,500$ 140,000$ 154,500$ Solid Waste Landfill Heavy Equipment Operator II 1.00 77,215$ 77,215$ Solid Waste Landfill Communication Radios 33,400$ 129,900$ 163,300$ Solid Waste Residential North Lakes Recycling Drop-off 10,000$ 410,439$ 420,439$ Total 1.00 77,215$ 353,400$ 1,015,339$ 1,640,000$ 3,085,954$ Next Steps •2nd Tax Rate and Budget Public Hearings –September 10th •Budget and Tax Rate Adoption –September 17th September 10, 2019 -ID19-1961 September 10, 2019 -ID19-1961 MEMORANDUM DATE: September 10, 2019 TO: Honorable Mayor and Members of the City Council FROM: David Gaines, Director of Finance SUBJECT: City Council Budget Questions and Responses Information regarding the FY 2019-20 Preliminary Financial Forecast was presented to the City Council on April 1st and April 16th. The Proposed Budget was presented to the City Council on August 1st , August 13th and August 20th. Below is a summary of the most recent questions and requests, from the City Council as I understand them, and the responses compiled to date. 1. Please provide an updated rate comparison for water and wastewater customers. The rate comparison charts below have been updated to include cities identified in the 2015 water and wastewater rate study. The rate study will be updated in 2019 and will include new rate comparison charts. $0 $10 $20 $30 $40 $50 $60 $70 $80 34.428 38.926 40.228 46.264 54.18 58.06 67.83 74.36 Residential Water 9,200 Gallons Finance Department * 215 E. McKinney * Denton, TX 76201 (940) 349-8224 * DFW Metro (972) 434-2259 * Fax (940) 349-7206 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2068,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding the nomination of members to the Board of Directors of the Denton Central Appraisal District. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: Antonio Puente, Jr. DATE: September 10, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the nomination of members to the Board of Directors of the Denton Central Appraisal District. BACKGROUND The Denton Central Appraisal District (DCAD) has notified the City that the term for members on the current DCAD Board of Directors expires December 31, 2019. Therefore, DCAD is seeking nominations from taxing jurisdictions in the district. The City Council can make up to five nominations for the Board of Directors. City Council will vote on nominations on September 24, 2019. Once nominations from all taxing jurisdictions are received by DCAD, a ballot will be sent to the City. The City Council will then cast their vote to elect Board members at the December 3, 2019 City Council meeting. The current Board of Directors is as follows: Charles Stafford - Chairman David Terre – Vice Chairman Mike Hassett – Secretary Roy Atwood – Member George Pryor – Member Michelle French – Ex Officio Member Board members serve two-year terms, and all five board member positions are subject to the nomination process every two years. The number of votes a taxing unit has is determined by their proportional share of the total levy in the district from the prior tax year. There are a total of 5,000 votes throughout the district. One thousand votes are the maximum number needed to elect a local representative/nominee to the Board of Directors. In December of 2017, the City of Denton cast 191 votes for George Pryor to serve on the DCAD Board of Directors. This year, the City has 174 votes, DISD has 671 votes and Denton County has 548 votes. One Board member, Mike Hassett, has indicated that he does not wish to serve again. The following is a summarization of DCAD's nomination process. Prior to October 1st - DCAD notifies taxing entities of the number of votes they are entitled to cast for appointing board members. Prior to October 15th - Nominations are submitted to DCAD by each jurisdiction. Prior to October 30th - DCAD compiles a comprehensive list of the nominees and forwards to each taxing unit in the form of a ballot. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Prior to December 15 - The taxing jurisdictions choose by written resolution the candidate (s) of their choice. The jurisdiction then submits the name (s) and the votes cast to DCAD. Prior to December 31st - DCAD tabulates the votes and forwards the results back to the jurisdictions. The five candidates that receive the most votes become the Board of Directors as of January 1st. Eligibility Guidelines: The selection process is set forth in Section 6.03 of the Property Tax Code. This process is not an “election” governed by the Texas Election Code. It is an independent procedure unique to the property tax system. An appraisal district director must reside in the appraisal district for at least two (2) years immediately preceding the date he or she takes office. Most residents are eligible to serve as a director. An individual that is serving on the governing body of a city, county, or school district is eligible to serve as an appraisal district’s director. An employee of a taxing unit served by the appraisal district is not eligible to serve as a director. However, if the employee is an elected official, he or she is eligible to serve. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – DCAD Memo and Member Applications Exhibit 3 - Presentation Respectfully submitted: Antonio Puente, Jr., 940-349-7283 Chief Financial Officer Prepared by: Nancy Towle, 940-349-7709 Treasury Manager DCAD Board of Directors Nominations Antonio Puente, Jr. Chief Financial Officer September 10, 2019 September 10, 2019 -ID19-2068 Background and Eligibility •Board members serve two-year terms. •Current Board term expires on December 31, 2019. •City Council may nominate up to five nominees. •Eligibility – •Must reside in the appraisal district for at least two-years immediately preceding the date they take office; •City, County or School District elected officials are eligible; •Employees of a taxing unit are not eligible unless they are an elected official as well. •Person not eligible, if closely related to anyone in the appraisal district, or related to anyone who represents owners in the district, or if the person has an interest in a business that contracts with the district or a taxing unit. September 10, 2019 -ID19-2068 2 Current DCAD Board of Directors Name Position Charles Stafford Chairman David Terre Vice Chairman Mike Hassett* Secretary Roy Atwood Member George Pryor Member 3 *Does not desire to serve another term. September 10, 2019 -ID19-2068 Past Nominees •2017 –City Council did not submit any nominees. •2015 –City Council nominated Charles Stafford & David Terre. September 10, 2019 -ID19-2068 4 Nomination Process •Prior to October 15th –Nominations are submitted to DCAD •Prior to October 30th –DCAD compiles a list of nominees in ballot form and sends out to taxing units. •Prior to December 15th –Council vote is submitted to DCAD. •Prior to December 31st –DCAD announces new Board of Directors. 5 September 10, 2019 -ID19-2068 Next Steps •September 24th –City Council to vote for Nominees. •December 3rd –City Council to vote for Board Members. •Total Votes for All Tax Units = 5,000 •City of Denton’s Votes = 174 •2017 –All votes cast for George Pryor •2015 –All votes cast for Charles Stafford 6 September 10, 2019 -ID19-2068 7 September 10, 2019 -ID19-2068 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2112,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on confidentiality agreements and non-disclosure agreements. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: Antonio Puente, Jr. DATE: September 10, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction on confidentiality agreements and non- disclosure agreements. BACKGROUND In the course of operations, the City of Denton is sometimes asked by private parties to execute non - disclosure agreements (NDAs) or Confidentiality Agreements (Cas). The purpose of these agreements is to protect the identify of private businesses, the nature of their discussions with the City, and/or proprietary or confidential information each may be providing to each other. While infrequent, these requests usually are related to Economic Development or Utility Operations (Denton Municipal Electric and Solid Waste) issues. Common examples of these requests include the following: As part of our efforts to recruit businesses to the community, we receive requests from companies to keep information confidential for competitive reasons. These companies have indicated concerns about competition for clients and/or employees; financial information relating to their investors (stocks) or information needed to discuss incentives; land acquisitions; and occasionally proprietary information such as salaries or number of employees. When we receive leads from the Governor’s Office or other development agencies, each lead requests an NDA and provides a project name, not the company’s name, in order to protect the identity of the company and preserve their interest in locating an operation in the City of Denton. When property acquisitions are involved in an economic development recruitment, companies sometimes request an NDA so that landowners do not know their identity and potentially increase the price of the property. DME/Solid Waste receive requests for NDAs from power supply companies, vendors with proprietary systems or software, counterparty accounts for energy trading commonly copyrighted by federal regulatory agencies or associations (International Swaps and Derivatives Association or North American Energy Standards Board) and working groups on cybersecurity and transmission planning organized by ERCOT. These requests primarily are concerned with protecting their pricing information or other proprietary information, which may include the security of the State’s electric grid. In short, there are situations when executing an NDA or CA may be appropriate to consider if the circumstances warrant it. In the past, staff has executed these documents without any formal authorization from the City Council. Since 2017, all NDAs or CAs have gone to Council for formal approval per staff direction. As such, staff is proposing that the City Council consider adoption of an ordinance that would authorize the following: City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com The City Manager, or designee, would be authorized to execute NDAs or CAs after any such agreement has been approved by the City Attorney. The City Manager will maintain a copy of all agreements executed. As currently contemplated, this information will be managed by our Compliance Officer. The City Attorney will provide the City Council with a list of all agreements executed through their legal status report. It is the intent of management to only initiate an NDA or CA when it is absolutely necessary and in the best interest of the City of Denton. As such, while these agreements may need to be used in some circumstances, we expect to be judicious in the number of agreements that are approved and to institute a review process to ensure this information is properly communicated to the City Council. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Respectfully submitted: Antonio Puente, Jr., 349-7283 Chief Financial Officer Non-Disclosure and Confidentiality Agreements Antonio Puente, Jr. Chief Financial Officer September 10, 2019 September 10, 2019 -ID19-2112 Background •Non-Disclosure Agreements (NDAs) or Confidentiality Agreements (CAs) are sometimes requested by vendors or prospective companies. Common examples of these requests: •Economic Development Recruitment –Companies inquiring about the possibility of relocating or expanding operations frequently request CAs. •Concerns are related to protecting proprietary information, disclosing land acquisition sites, or providing information that may be beneficial to competitors. •Leads from Governor’s Office or other development agencies frequently request CAs to protect a company’s identity –project names are used to provide confidentiality. •Utility (Electric & Solid Waste) Operations –Vendors wishing to discuss new technologies or Purchase Power Agreements (PPAs) or enabling agreements for energy trading/risk management frequently request NDAs. •These agreements protect any proprietary information provided from the City or by the vendor. 2 September 10, 2019 -ID19-2112 Background (Cont’d) •Most NDAs or CAs in other cities are approved by the City Manager or designee. •In the past, Denton has allowed various staff to execute these agreements, but there has been no formal authorization process. •In 2017, staff made the decision that all NDAs or CAs must be approved by the City Council until a formal policy could be instituted. •Staff is proposing that the City Council consider approving an ordinance which expressly grants the City Manager, or designee, with the authority to approve these agreements. •City Attorney approval is required. •Executed NDAs or CAs to be sent to the City Council via Legal Status Report as soon as they are executed. 3 September 10, 2019 -ID19-2112 Elements of the Agreements •Apply to the City and our officers, employees, agents, etc. •Authorize release to our officers, employees, etc., on a need -to- know basis. •Identify the categories of information we would agree to receive and not disclose. •Require that City notify the other party of any unauthorized use or dissemination. •Require City to legally resist disclosure and notify other party. 4 September 10, 2019 -ID19-2112 Options Option 1 -Approve the ordinance which grants authority to the City Manager or designee to sign agreements as appropriate. Option 2 –Modify the ordinance to provide more clarity on when staff is authorized to enter into any NDAs or CAs. Option 3 –Do not allow staff to execute NDAs or CAs. Option 4 –Other? 5 September 10, 2019 -ID19-2112 6 September 10, 2019 -ID19-2112 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2083,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for information. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: September 10, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for information. BACKGROUND During the annual City Council retreat on Saturday, August 17, 2019, the City Council agreed to a process to ensure there is a consensus of the City Council regarding the use of staff time when responding to requests from elected officials that anticipate taking more than two hours to complete or if there is a City Council policy decision to be made. The process developed during the retreat was further discussed and formally adopted at the August 27 City Council meeting (see Ordinance 2019-2026 attached as Exhibit 3). Staff will review one outstanding request for information per elected official during each work session. The weekly work session process will include staff introducing the requested topic followed by the requesting elected official having up to one minute to describe and justify their request. Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request. Staff will respond to all requests where a consensus of at least four elected officials is established. Responses will be provided in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ordinances and resolutions to be considered on future City Council agendas. The following items will be discussed during the September 10, 2019 work session: 1. Develop Statement on the Confederate Monument in the Courthouse Square and issue a resolution in support of a Lynching Memorial to be located on the Courthouse Square. a. Requestor: Council Member Armintor b. Date Requested: September 21, 2018 (Confederate Monument) and August 6, 2019 (Lynching Memorial) c. Related Informal Staff Report: No. 2018-130 Denton County Courthouse Confederate Monument (Exhibit 4) d. Policy decision or estimated staff time to complete report: Policy decision 2. Develop ordinance to all horse-drawn carriage and horseback riding on City rights-of-way. a. Requestor: Council Member Ryan b. Date Requested: November 27, 2018 c. Related Informal Staff Report: No. 2018-180 Horse Drawn Carriage and Horse Back Riding Permit Information (Exhibit 5) City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com d. Policy decision or estimated staff time to complete report: Policy decision 3. Request for public safety use of doorbell monitoring technology work session a. Requestor: Mayor Pro Tem Hudspeth b. Date Requested: November 13, 2018 c. Related Informal Staff Report: No. 2019-025 Public Safety Use of Doorbell Monitoring Technology (Exhibit 6) d. Policy decision or estimated staff time to complete report: Work session request 4. Executive Residency Information a. Requestor: Council Member Briggs b. Date Requested: April 23, 2019 c. Related Informal Staff Report: No. 2019-140 Executive Residency Information (Exhibit 7) d. Policy decision or estimated staff time to complete report: Work session request 5. Green Buildings and Impact Fees a. Requestor: Council Member Meltzer b. Date Requested: March 1, 2019 c. Related Informal Staff Report: No. 2019-070 Green Buildings and Impact Fees (Exhibit 8) d. Policy decision or estimated staff time to complete report: Work session request EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Exhibit 3 – Ordinance 2019-2026 Exhibit 4 – ISR No. 2018-130 Denton County Courthouse Confederate Monument Exhibit 5 – ISR No. 2018-180 Horse Drawn Carriage and Horse Back Riding Permit Information Exhibit 6 – ISR No. 2019-025 Public Safety Use of Doorbell Monitoring Technology Exhibit 7 – ISR No. 2019-140 Executive Residency Information Exhibit 8 – ISR No. 2019-070 Green Buildings and Impact Fees Respectfully submitted: Stuart Birdseye Assistant to the City Manager City Council Pending Requests for Information City Council Meeting September 10, 2019 1 Background •Effective August 27, all requests for information are to be submitted to the City Manager’s Office via email and include the following information: Request Type:Service/Clarification/Policy-related Purpose: Description of the information needed Time-Sensitivity: Indicate expectations for response time Preferred Format: Informal Staff Report, Legal Status Report, Work Session, Email, Friday Report, Meeting with Staff 2 of 9LegistarID: 19-2083 Background •City Manager’s Office and/or City Attorney’s Office will estimate the amount of time required to respond to each request •Requests estimated to take more than two hours to complete will be brought forward to a standing work session within the next 30 days to seek consensus from the City Council regarding use of staff time to fulfill the request 3 of 9LegistarID: 19-2083 Work Session Process •Up to seven requests estimated to take >2 hours will be reviewed at each work session •Staff will introduce each request •The elected official that made the request will have up to one minute to describe and justify their request •Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request •Staff will respond to all requests where a consensus of Council is established 4 of 9LegistarID: 19-2083 Item 1 •Develop Statement on the Confederate Monument in the Courthouse Square and issue a resolution in support of a Lynching Memorial to be located on the Courthouse Square •Council Member Armintor •Request date(s): September 21, 2018 (Confederate Monument) and August 6, 2019 (Lynching Memorial) •Previous Action/Information: ISR No. 2018-130 Denton County Courthouse Confederate Monument •Policy Decision 5 of 9LegistarID: 19-2083 Item 2 •Develop ordinance to all horse-drawn carriage and horseback riding on City rights-of-way •Council Member Ryan •Request date: November 27, 2018 •Previous Action/Information: ISR No. 2018-180 Horse Drawn Carriage and Horse Back Riding Permit Information •Policy Decision 6 of 9LegistarID: 19-2083 Item 3 •Request for public safety use of doorbell monitoring technology work session •Mayor Pro Tem Hudspeth •Request date: November 13, 2018 •Previous Action/Information: ISR No. 2019-025 Public Safety Use of Doorbell Monitoring Technology •Requested future work session 7 of 9LegistarID: 19-2083 Item 4 •Executive Residency Information •Council Member Briggs •Request date: April 23, 2019 •Previous Action/Information: ISR No. 2019-140 Executive Residency Information •Requested future work session 8 of 9LegistarID: 19-2083 Item 5 •Green Buildings and Impact Fees •Council Member Meltzer •Request date: March 1, 2019 •Previous Action/Information: ISR No. 2019-070 Green Buildings and Impact Fees •Requested future work session 9 of 9LegistarID: 19-2083 Date: September 21, 2018 Report No. 2018-130 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Overview of recent efforts to provide historical context, modify, or remove the confederate soldier memorial located on the Denton County Courthouse square. BACKGROUND: The Confederate memorial located on the south side of the Denton County Courthouse lawn was erected in 1918 by the Daughters of the Confederacy in memory of the Denton County Confederate soldiers who lost their lives during the Civil War. The memorial was dedicated on June 3, 1918. The monument is located on Denton County property and falls under the jurisdiction of the Denton County Commission. Due to the statue’s location, it is protected under the Denton County Courthouse’s designation as a Texas Historical Landmark (designated in 1970) and a State Antiquities Landmark (designated in 1981). Because of these designations, any alterations to the site must be reviewed and approved by the Texas Historical Commission. To help add historical context to the memorial, Denton County added a plaque in 2010 that reads, “The monument stands as a reminder of historic events and is intended as a memorial to Denton County citizens who sacrificed themselves for the community. Now, let this be a testimony that God created all men equal with certain inalienable rights. We are all one, citizens of Denton County.” DENTON COUNTY CONFEDERATE MEMORIAL ADVISORY COMMITTEE: In response to requests from the public and following events that occurred in Charlottesville, VA in August of 2017, the Denton County Commission established the Denton County Confederate Memorial Advisory Committee in November 2017. The mission of this committee was to: Appropriately preserve the Confederate Soldier Memorial as a historic artifact, Ensure that the recommendations from the Committee regarding preservation of the Memorial do not violate or conflict with the guidelines established by the Texas Historical Commission, the National Parks Service, and the American Alliance of Museums; and Follow state and local preservation laws and best practices for any recommendations. The 15 member advisory committee included a diverse group of representatives from across Denton County (listed with their city of residence): City of Aubrey: Roni Cade City of Denton: John Baines (Committee Chairman), Mike Cochran, Kay Copeland, Judy Flowers, Willie Hudspeth, Zenobia Hutton, Paul Meltzer, Alfred Sanchez, Howard Watt Town of Flower Mound: Mark Bowlin, Donna Hernandez City of Frisco: Fred Rogers City of Lewisville: Roni Cade City of Plano: Tim Trylovich Date: September 21, 2018 Report No. 2018-130 The committee met 14 times between November 2017 and February 2018. Final committee recommendations were made on February 1, 2018, with a 15-0 recommendation that included: Keep the monument where it is currently located; Add two outdoor video kiosks to display information that gives specific additional context to honor all veterans from Denton County by name, talks about the race relations that have occurred in Denton, and to “tell the good things that are going on in Denton;” and Add a large plaque “with a strongly worded statement decrying slavery and the things associated with slavery” under the arch. County Commissioners unanimously approved the plan at their February 6, 2018, meeting. County staff is currently developing a plan to implement the Committee’s recommendations. Staff will provide updates as additional information is received from the County. STAFF CONTACT: Stuart Birdseye Management Analyst Stuart.Birdseye@cityofdenton.com (940) 349-8009 Date: December 14, 2018 Report No. 2018-180 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Provide an overview of the process used by area municipalities to permit horse riding and/or horse- drawn carriages on public roads and information on how a similar provision could be implemented in Denton. BACKGROUND: During Concluding Items on November 27, 2018, Mayor Pro Tem Ryan requested information about the City’s current regulations regarding riding horses and the use of horse-drawn carriages within City limits. A brief write-up was included in the November 30 Friday Report that explained the Code of Ordinances currently prohibits horse riding and the use horse-drawn carriages on all public property, including the paved roadway (attached as item N. in Exhibit 1). Current code exceptions can be granted by the Chief of Police for special events including parades. Following that report, Mayor Pro Tem Ryan requested additional information on the practices used by other municipalities to permit horse riding and/or the use of horse-drawn carriages and what could be done to modify the City of Denton’s current horse riding and horse-drawn carriage restrictions. Staff polled Arlington, Colleyville, Dallas, Flower Mound, Fort Worth, Highland Park, Highland Village, McKinney, Plano, and Ponder and summarized the practices used by these cities below: Horse-Drawn Carriages Several area municipalities currently permit the use of horse-drawn carriages on public roads through their vehicle for hire ordinances. Area horse-drawn carriage permits generally include the following: Permit fee o Area permit fees for horse-drawn carriages average $100 annually; An outline of health, safety, and sanitation requirements for the animal; Safety requirements for the carriage; Driver solicitation and conduct restrictions; and An agreed upon route, pickup/drop off location, and hours of operation. o Most cities that allow horse-drawn carriages on City streets allow them in specific geographies such as downtown business districts or tourist areas. The City of Arlington has a comprehensive horse-drawn carriage ordinance including detailed requirements for health, safety, and sanitation requirements. This ordinance is attached as Exhibit 2. Horse Back Riding Staff also researched local municipalities that allow horseback riding on public streets. The majority of cities polled have restrictions similar to those in our Code of Ordinances prohibiting Date: December 14, 2018 Report No. 2018-180 horseback riding on public streets. The City of Fort Worth classifies horseback riders as “vulnerable road users” who must follow the same laws as bicyclists. DISCUSSION If the City Council provides staff direction to allow horse-drawn carriages or horseback riding on public roads in Denton, a number of steps will be required including: Create and approve a new ordinance that either amends or repeals the existing ordinance. Draft and approve a new ordinance that clearly defines requirements and enforcement mechanisms. Following the structure that many other cities follow, this ordinance could be placed within Chapter 27 of Denton’s Code of Ordinances which regulates Vehicles for Hire. ATTACHMENTS Exhibit 1 – Horse-Drawn Carriages and Horses on Public Streets Exhibit 2 - Section 8.06 Horse-drawn Carriage Service – City of Arlington STAFF CONTACT: Stuart Birdseye Management Analyst (940) 349-8009 stuart.birdseye@cityofdenton.com location and will provide student residents with a more direct connection to the UNT campus. Staff contact: Pritam Deshmukh, Capital Projects K. DME Locust Substation Connection Construction Update – DME is in the process of completing power line work needed to energize the new Locust Substation in February 2019. Chapman Construction has started to rebuild the transmission line that spans Collins, Carroll, and Ft. Worth Drive. New galvanized poles will replace the aging wood poles that are currently in place and provide an enhanced level of structural integrity. The project will result in the closure of Collins Street from the intersection of Carroll Blvd. to approximately two blocks west for various periods of time. Intermittent lane closures on Carroll Blvd. will also be required to insure the safety of motorists and contractors. This project segment should be completed by mid-December. Following completion of this work, the final work needed to energize the new Locust Substation will take place on Locust Street near the substation. Staff contact: Chris Lutrick, DME L. Wayfinding Signage Project – Phases 2 and 3 of the Wayfinding Signage Project will be completed the week of Dec. 3. Color-Ad, the company manufacturing and installing the wayfinding signs, is in town through next week installing signs. Phase 2 and 3 includes several Downtown Gateway signs and over 100 vehicular directional signs. This is the last phase under contract with Color -Ad. Future project phases, including wayfinding signage along I-35, will be brought to the City Council for consideration and direction. Staff contact: Ron Menguita, Development Services M. Fireside Park Development – Staff and City Council has received several inquiries regarding the Fireside Park Development (with an attached Final Plat) that is going in the Northridge area. Representatives from the City Manager’s Office, Capital Projects, and Development Services met on Friday, Nov. 30 to discuss a communication plan with residents. During that meeting, staff decided to broaden the scope of a previously planned public meeting on the Hinkle-Magnolia Drainage project to discuss the site plan, project layout, and review process that was involved with the approval of this project. The public meeting will take place on Wednesday, Dec. 12 from 6:30-8:00 p.m. at the North Lake Park Recreation Center. Staff will provide additional information about plans for the Dec. 12 meeting in the Dec. 7 Friday Report. Staff contact: Mario Canizares, CMO N. Horse Drawn Carriages and Horses on Public Streets - During the closing comments of the November 27, 2018 City Council Meeting, Mayor Pro Tem Ryan requested information about riding horses and horse drawn carriages within City limits. Section 6-28 of the Code of Ordinances prohibits horses and horse-drawn carriages on any public property including the paved roadway. However, horses may be ridden on the unimproved or unpaved portion of the right-of-way, and the chief of police may authorize horses to be ridden on the road during a parade. Staff contact: Stuart Birdseye, Public Affairs O. Upcoming Construction Project Public Information Meetings- the City of Denton has scheduled five public information meetings throughout the month of Arlington Horse-drawn Carriage Ordinance Section 8.06 Horse-drawn Carriage Service A. Certificate holders, applicants and drivers operating a horse-drawn carriage service shall be governed by the provisions of this Article in addition to all other applicable Articles and fees as approved by City Council resolution. B. A proposed detailed route system of an equine-drawn vehicle for hire shall be submitted to the Public Works Department for review, recommendation and approval. The Public Works Department shall designate streets, traffic lanes and hours of the day that equine-drawn vehicles will be permitted. A route system shall be submitted for each vehicle to be placed into operation. This detailed route system shall include the following information: 1. The hours of operation for the vehicle. 2. The days of the week the vehicle will be in operation. 3. The duration of the operation, i.e., summer only or year-round. 4. All locations for loading and unloading passengers. C. A horse-drawn carriage may operate only on the streets and designated traffic lanes and during the times proposed in the application for the certificate and approved by the Public Works Department. D. Holders and drivers are subject to the following regulations regarding fares: 1. A driver or holder shall not charge a fare for operating a horse drawn carriage service that is inconsistent with the rates authorized in the holder’s certificate. 2. A holder desiring to change the authorized rates of fare must submit a written request to the Administrator. 3. The rates listed in the holder's certificate must be strictly adhered to and no change in rates may be implemented without review of the Administrator. 4. The holder shall provide each driver with rates of fares, which rates shall be available to passengers upon request. E. All horse drawn carriages shall comply with the following safety, condition, appearance, equipment, sign and marking regulations: 1. Holder shall keep its equipment in a neat, clean, operable and safe condition, and attractive to the general public. 2. Holder shall identify each carriage with the name of the entity holding the certificate and shall number each of the vehicles; such letters and numbers shall be at least one (1) inch in height. 3. Each carriage operating in the City pursuant to this article shall have the following lighting and reflector equipment: a. Vehicle rear shall have: (1) One (1) or two (2) lamps displaying red lights which shall be at least four (4) inches in diameter and use a bulb of at least thirty-two (32) candlepower. If only one (1) lamp is used, it shall be mounted as far to the left, towards the front, as possible. (2) Two (2) red reflectors which shall be at least three (3) inches in diameter or seven (7) square inches in diameter. The reflectors shall be mounted below the lamps, but not lower than two (2) feet from the ground. b. Vehicle front shall have: (1) At least one (1) lamp displaying a white light. The lamp shall be at least four (4) inches in diameter and use a bulb of at least thirty-two (32) candlepower. (2) If only one (1) lamp is used, it shall be mounted as far to the left, looking forward, as possible and shall not be obscured from view by the driver, the passenger or the horse pulling the vehicle. (3) The lamp shall be mounted no less than two (2) feet from the ground. c. Sides of vehicle shall have: (1) Two (2) white, yellow or amber reflectors that shall be mounted on each side of the vehicle. (2) The reflectors shall be at least three (3) inches in diameter or seven (7) square inches. (3) Such reflectors shall be mounted no less than two feet from the ground. d. Front legs of horse shall have: (1) A reflective wrap that shall be worn by a horse on each of its front legs. (2) The wraps must cover at least from the horse's ankle to the knee. 4. The lamps required by this section shall be in use and operational during nighttime hours beginning one-half (1/2) hour before sunset and at any other time when weather conditions cause reduction in visibility. 5. All horse-drawn carriages shall display a "slow moving vehicle" emblem on the center rear body of the vehicle. The emblem shall be a thirteen and three-fourths (13 3/4) inch fluorescent orange triangle with a one and five-eighths (1 5/8) inch red reflective border. The emblem shall meet the current standards adopted by the "American Society of Agricultural Engineers," shall be visible in daylight or at night when illuminated by the lower beams of headlamps for a distance of not less than five hundred (500) feet and shall be mounted not less than three (3) feet from the ground. No decorative trim or any part of the vehicle shall cover or obscure any part of the emblem at any time. 6. All horse-drawn carriage wheels shall be firmly attached to the hub and shall not wobble excessively. All spring axles and supporting structures shall be intact without any visible breaks or deflection greater than incurred by a normal load. 7. Each horse-drawn carriage shall be equipped with a suitable and efficient manually operated braking mechanism designed for such carriage. 8. The harness attachment to the horse and to the carriage shall have safety devices to ensure that the horse cannot break away from its harness or the carriage. The driver shall inspect the harness each day prior to placing the carriage into service. 9. No equine will be worked without a padded saddle or a bit that is approved by the Administrator. 10. The harness must be oiled and cleaned so as to be soft at all times. 11. All pads must be clean and kept soft at all times. 12. The harness will be properly fitted and maintained and kept free of makeshift material such as wire, sisal rope and hazardous rusty chain. 13. Vehicles for hire pulled by equine must be properly lubricated and wheels must spin freely. Such vehicles for hire must be inspected and approved for service by the Administrator annually, but are subject to removal of service pending repair and reinspection. 14. Vehicles shall conform to the following specifications: a. The wheel base shall be equal to or less than 14 feet. b. The total overall length of the vehicle shall be equal to or less than 28 feet. c. The maximum overall width of the vehicle shall be equal to or less than 78 inches. d. The tires shall be rubber or other resilient material. Metal tires shall be prohibited. e. The vehicle right turn radii shall not be greater than 12 feet for the right rear wheel and 24 feet for the left front wheel. f. The vehicle shall be drawn by no more than two equine, except at parades and at special events approved by the Administrator. 15. No equine shall pull a vehicle for hire unless such equine is wearing a diaper. Diapers must be properly fitting and constructed of a sturdy material to ensure comfort to the equine and complete waste disposal. G. Holders and drivers shall comply with the following provisions regarding condition and treatment of horses and routes: 1. Each year, before any horse is brought into service, a licensed veterinarian who specializes in equine medicine must examine the horse. 2. A holder shall annually submit a complete state certificate of veterinarian inspection to the Administrator. 3. Any horse brought into service must: a. Weigh at least one thousand (1,000) pounds; b. Be a gelding or a mare; and c. Be at least three (3) years old. 4. A holder shall be responsible for maintaining the following information for each horse brought into service: a. Current veterinarian examination record; b. Current picture of the horse; and c. Immunization record of rabies, tetanus, influenza and Eastern and Western equine, updated annually. d. Coggins test with negative results as required by state law. e. Fit for service in pulling vehicles for hire. 5. All holders shall provide horses with sufficient, wholesome and appropriate food and fresh potable drinking water. While working, each horse shall be permitted to eat at reasonable intervals and have access to drinking water when necessary. In addition, if the equine works more than ten hours in any 24-hour period, there shall be at least one 20-minute rest break or two ten-minute rest breaks per hour. 6. All holders shall keep all routes clean and free of horse excrement. The failure to keep all routes clean is grounds for suspension or revocation of the certificate. 7. A horse shall not be left unattended except when confined to a stable or other enclosure. 8. No driver of an equine-drawn vehicle for hire may whip an equine with more than a light touch by a whip approved by the Administrator. 9. No equine shall be used to pull a vehicle for hire without properly fitting shoes on each properly trimmed hoof. Should an equine throw a shoe during its shift, the time and location must be noted on the trip sheet, and the hoof must be examined by the driver and any nails removed. The equine may complete the fare, but must be shod prior to the next day's shift. 10. A holder may not work a horse when the temperature at any City site monitored by the National Weather Service is reported to be at or below thirty (30) degrees Fahrenheit. 11. A horse cannot work more than two (2) hours when the temperature is reported by the National Weather Service to exceed ninety-five (95) degrees Fahrenheit. 12. A horse cannot work more than two (2) hours when the combined temperature and humidity index for Arlington exceeds a numerical value of one hundred fifty (150), as measured by the National Weather Service. 13. The equine shall have no open sores or wounds, shall not be lame or have any other ailment. Any equine found to have an ailment shall not be used without the approval of an approved veterinarian. 14. The equine must be groomed daily and not have fungus, a dirty coat or exhibit symptoms of illness or irritation. 15. The equine must have adequate flesh and muscle tone. 16. The equine must be no more than six months pregnant. 17. No equine used as provided in this article shall be worked under any of the following conditions and any holder or driver permitting equine to be worked under any of the following conditions will be found in violation of this article: a. Pull any combined weight, including passengers and driver, in excess of two times the equine's body weight. No equine or combination of equine shall pull any vehicle which is occupied by a number of persons which exceeds such vehicle's normal safe seating capacity; b. Move at a speed faster than a slow trot. A slow trot means a speed of five to 15 miles per hour; c. Work more than 50 hours in any seven-day period or if the equine works more than five consecutive days; d. Work with equipment, other than normal blinders, which causes an impairment of vision; e. Subject to any condition or treatment which will impair the good health and physical condition of the equine; or f. Subject to any conditions that constitute a violation of Texas Penal Code Section 42.09 or Animals Chapter Section 9.07 referencing cruelty to animals or care and humane treatment of animals. 18. For purposes of this section, working hours of equine shall include time spent on rest breaks and all the time equine is available for hire. 19. The Administrator shall have the authority to implement programs to ensure public safety. H. Holders and drivers shall comply with the following provisions regarding operating regulations: 1. Vehicles shall travel in the curb lane except when passing parked vehicles or other obstructions which prevent use of the curb lane. 2. Vehicles shall not travel on streets with grades equal to or greater than ten percent without approval of the Administrator and Public Works Department. 3. Vehicles shall not stop within the roadway other than at designated loading and unloading areas except when necessary to avoid conflict with other traffic or in compliance with the directions of a police officer or traffic control sign or signal. 4. Drivers shall observe all applicable rules of the road in accordance with the State of Texas Transportation Chapter and all applicable ordinances. 5. The driver of an equine drawn carriage shall: a. Possess and display at all times his or her license to operate an equine-drawn carriage in the front/passenger compartment of the carriage. b. A driver shall not drive a carriage when a passenger is standing in the carriage or not seated securely inside of the carriage. c. A driver shall provide humane care and treatment of the equine under his or her direct supervision and control. d. No person shall drive or operate an equine drawn carriage on any public street in the city at any hour other than those so designated by the Public Works Director or his designee. I. Each certificate holder for the operation of a horsedrawn carriage service shall comply with the following provisions regarding insurance. 1. Each certificate holder shall purchase and keep in full force and effect liability insurance. 2. The minimum insurance required under this section must: a. Be obtained from a carrier that is admitted and licensed to transact insurance in the State of Texas; b. Be written on an occurrence basis; c. Cover any and all carriages and drivers in the holder’s fleet and all drivers of such vehicles; d. Be acceptable to the City’s Risk Manager; e. Name the City of Arlington and its officers and employees as additional primary insured; f. Provide minimum coverage in an amount no less than five hundred thousand dollars ($500,000) combined single limit liability per occurrence; g. Provide that all claims will be paid on a first dollar basis by the insurance provider; h. Not be obtained from an assigned risk pool; i. Not contain policy exclusions that would change or limit coverage for passengers entering or exiting vehicles; and j. Provide that all vehicles permitted to operate under the certificate are listed as scheduled vehicles covered under the policy. 3. All liability insurance coverage must include a rider that provides that at all levels of coverage, there must be notification to the City in writing not less than thirty (30) days before canceling or making a material change in the policy. 4. The holder shall not have operational control in any insurance company providing coverage to the vehicles operated under the certificate. Date: February 8, 2019 Report No. 2019-025 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: The purpose of this report is to provide the City Council with details regarding doorbell camera monitoring technology and its ability to assist with public safety. BACKGROUND: At the November 13, 2019 City Council Meeting, Council Member Hudspeth requested information regarding how doorbell monitoring systems could be used to assist with public safety efforts. Staff researched current doorbell monitoring technology that is on the market and found that options range from standalone units to full security systems, and most of them link to a mobile application (app) that is available on smart phones. Some apps notify the owner when there is movement in the range of the camera, record footage of visitors that approach the camera, allow the owner to view a live feed, and offer the ability to speak with people at their door through the device. Some of the options for standalone doorbell cameras include: Brand and Product Approximate purchase price (not including tax) Approximate monthly video recording cost Ring Video Doorbell $100 $3 single camera or $10 unlimited cameras Ring Video Doorbell 2 $170 $3 single camera or $10 unlimited cameras Ring Video Doorbell Pro $250 $3 single camera or $10 unlimited cameras Nest Hello $230 $5 for 5-day recording history, $30 for 30-day history Zmodo Greet Pro $165 $5 for 7-day recording history, $10 for 30-day history August Doorbell Cam Pro $200 Free for 24-hour history, $5 for 30-day history Wisenet SmartCam D1 Video Doorbell $200 $5 for 30-day history Date: February 8, 2019 Report No. 2019-025 Currently, doorbell monitoring video provided to the Police Department with the consent of the owner may be used in the same manner as any other form of surveillance video that the department has traditionally obtained. Like video retrieved from a business’s or store’s camera system, the video from a residential doorbell camera would be stored and protected as an item of evidence in the case that is being investigated. The video may provide proof that an offense occurred or footage that would assist the investigator in identifying the offender. From time to time and only with the owner’s consent, the videos may be shared publicly with the media or on the Police Department’s social media feeds in an effort to identify the offender. These videos could be used in any subsequent legal proceedings (i.e. hearings, trials) provided they satisfy requirements of the Texas Rules of Evidence and other applicable court rules. However, such videos must be unaltered, relevant, and authenticated. To show that the video is authentic, it must be proven that the video is an accurate depiction of the incident as it occurred. To achieve this, testimony from the owner of the video would likely be necessary. In an effort to assist with the authentication of a video, Ring is willing to provide, upon request and as needed, a certification of the time and date that a video was received by Ring, and is willing to provide expert testimony. DISCUSSION: A representative from Ring contacted the Police Department in fall 2018 to present a demonstration of Ring’s Law Enforcement Portal. The Law Enforcement Portal offered through Ring’s Neighbors mobile application allows users to share video directly with law enforcement. This portal allows a law enforcement agency investigating a crime to input a date and timeframe and draw a geo-fence around the area of interest. The portal will show the investigator a map of every video recording created on a Ring device within those parameters. The investigator may send a request to the owner of the camera to share their video. The owner will receive notification via email and selects the videos they are willing to share. Those shared videos are then made available to the investigator through the portal without the owner having to manually send the video themselves. It is important to note that videos cannot be accessed by the Police Department unless the owner of the video elects to share it with the department. The Ring Neighbors app access is provided to law enforcement free of charge. Police departments are only able to utilize the Law Enforcement Portal if the City/department has contracted with Ring for this service. If Council chooses to move forward with this program, residents would be able to share their videos with Police through the portal, allowing detectives to gather more information quickly on particular cases. Processes for this will need to be established, but staff understands that Ring has a series of checks using a third party database to ensure a user’s location is verified before they can begin participating in the Neighbors app. Date: February 8, 2019 Report No. 2019-025 Other Police Department currently using the Ring Neighbors app law enforcement portal include: Denton County Sheriff Flower Mound PD Carrollton PD Killeen PD Lubbock PD Mesquite PD Potter County SO Bell County SO Bexar County SO Harris County SO Winter Park, CO PD Cape Coral, FL PD Hollywood, FL PD Kansas City, MO PD Oceanside, CA PD Miami, FL PD Tampa, FL PD Orlando, FL PD Los Angeles, CA PD Fort Lauderdale, FL PD Ventura County SO, FL Staff researched other companies offering cloud-based camera services, and there does not currently appear to be another company that offers a public safety features similar to the Ring Neighbors mobile app Law Enforcement Portal. STAFF CONTACT: Frank Dixon Chief of Police (940) 349-7925 Frank.Dixon@cityofdenton.com Date: July 5, 2019 Report No. 2019-140 Page 1 of 6 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Executive Residency Information EXECUTIVE SUMMARY: Council Member Briggs requested information about residency requirements. Information was initially included in the May 10, 2019, Friday Report. Subsequent information is being included in this informal staff report, including information on the city of residency for City of Denton directors, executives in the City Manager’s Office, and City Council appointees (collectively referred to as “Executives”). BACKGROUND: At the April 23, 2019, Council meeting, Council Member Briggs requested information about the number of directors and deputy directors that work for the City of Denton, whether their annual salary is over $100,000, and whether they reside within City limits. Information responsive to this request was provided in the May 10, 2019, Friday Report. During concluding items at the June 4, 2019, City Council meeting, Council Member Briggs requested additional information regarding residency as well as information on any employment policies/incentives. Texas Local Government Code §150.021 prohibits a municipality from requiring residency within the municipal limits as a condition of employment with the municipality, with the exception of municipal department heads appointed by the mayor or governing body of the municipality. The City of Denton Charter only requires residency for the City Manager. Specifically, section 5.01 states, “At the time of his appointment he need not be a resident of the city or state but during his tenure of office he shall reside within the city.” Although residency is not required for any position other than the City Manager, the City of Denton offers relocation assistance for certain positions. There are no stipulations that the employee must move within Denton’s city limits; however, expectations have been that they must move within a reasonable response time to the workplace. Relevant sections of the City’s Recruitment and Relocation Expenses policy (#101.05) are below. II. RELOCATION Relocation expenses may be made available for executive positions, positions that are highly competitive or difficult to fill. The activities outlined below may be paid. Some of these expenses may be taxable income to the employee based on IRS regulations at the time of reimbursement. A. Travel for Employee and Family Date: July 5, 2019 Report No. 2019-140 Page 2 of 6 1. "House Hunting": Travel expenses for employee and one additional person for "house hunting" at new location—includes one round-trip per person, not to exceed seven days including travel. This includes transportation and reasonably priced lodging, It also includes food and incidental expenses using the Arlington/Fort Worth/Grapevine GSA per diem rate. 2. Family Move: Travel expenses for employee and family to move from former location to new location—includes transportation and reasonably priced lodging. It also includes food and incidental expenses using the Arlington/Fort Worth/Grapevine GSA per diem rate. The City will reimburse the IRS standard mileage rate for moving only one automobile. 3. Close of Sale of Home: Travel expenses for employee to return to former location to "close" sale of former home—includes one round-trip. Includes transportation and reasonably priced lodging, It also includes food and incidental expenses en route at the applicable GSA per diem rate. B. Temporary Living Expenses at New Location The City may pay reasonable lodging expenses for an employee at their new location for a maximum of 90 days. III. MOVING EXPENSES Moving expenses may be paid for executive, highly competitive, or difficult to fill positions. Moving expenses will include all reasonable expenses in connection with packing, moving, unpacking, and insuring of household furniture. When using a moving company, three quotes will typically be required. If authorized in accordance with this directive, the lowest of three quotes will be reimbursed, unless a lesser amount is specified in writing. Comparison to Other Cities Fourteen (14) cities in the DFW metroplex were surveyed to determine if they had residency requirements for any positions, if they provide incentives to live in the city limits, or if there is current relocation policy. Twelve (12) of the cities responded. Of those 12 cities, nine (9) require residency of one or more positions. While only two cities reported that they had relocation language written in a policy, an additional four cities have a practice of offering a relocation allowance for certain level positions. Only one city (Mesquite) reported they had an incentive, and it was for Police Officers. The reported incentive is more of a relocation assistance, not to exceed $2,500, for Police Officers who move within the city limits. A compilation of the survey responses is included in Table 1 on pages 3 and 4. Date: July 5, 2019 Report No. 2019-140 Page 3 of 6 Table 1 Survey of Other Cities Regarding Residency Requirements, Relocation Policy, and Incentives to Live Within the City Limits June 2019 No Yes If yes, what position(s)? Arlington No response Carrollton X City Manager and Assistant City Manager The following language is included as part of the compensation policy: Reasonable relocation costs may be reimbursed for management level positions. None Flower Mound X Town Manager No policy None Fort Worth X City Manager, Police Chief, and Fire Chief Yes. The policy states: The City may provide a relocation allowance for employees hired into executive, Director, Assistant Director, or hard-to-fill positions (as designated by the Talent Acquisition Division) for reasonable relocation (moving) costs. A minimum relocation distance of 50 miles from a former residence to the new work location is required for an allowance consideration. Specific relocation allowance amounts are determined by the hiring manager and must be approved by the Department Director. Relocation allowances for Assistant Director and hard-to-fill positions must be approved by the Human Resources Director. Relocation allowances for executive and Director level positions will require City Manager approval. All allowances are subject to budget availability. In no event shall a relocation allowance exceed 10% of the new hire’s annualized salary. The relocation allowance is a one-time payment that will be included with the employee's regular paycheck. The approved relocation allowance should be documented in the candidate's offer letter or subsequent documentation. The City will comply with all applicable federal and state income tax withholding and Form W-2 reporting requirements for a relocation allowance. If an employee voluntarily or involuntarily terminates employment with the City of Fort Worth during the twenty-four (24) month period following their hire date, the employee may be required to make full or partial repayment of the relocation allowance, which may be deducted, in whole or in part, from the employee’s pay or other compensation to be paid to the employee. None Frisco X N/A No policy None Residency Requirement Relocation Policy Incentive(s) to Live in City LimitsCity Date: July 5, 2019 Report No. 2019-140 Page 4 of 6 Table 1, continued No Yes If yes, what position(s)? Garland X City Manager No formal policy but have offered a relocation allowance for some in the past. An example of what was offered based on one offer letter is as follows: Relocation expenses directly attributable to move will be reimbursed on the lowest of 3 relocation bids (not to exceed $10,000). None Grand Prairie X N/A No policy None Irving X Presiding Municipal Court Judge, the Municipal Court Judge, and the City Manager No formal policy but have offered a relocation allowance for some Executives in the past. None Lewisville X City Manager No relocation policy but have reimbursed moving expenses for executive level positions in the past. They are required to obtain three quotes and go with the lowest one. None Little Elm No response McKinney X Mayor and City Council, but not department heads No policy None Mesquite X City Manager, Deputy City Manager, Assistant City Manager, Director of Economic Development and Police Chief A relocation allowance has been authorized for certain Executive positions. The amount is pre-determined by where they are moving from and there are some stipulations. They are advised in their contingent offer letter that in exchange for this assistance, they will remain an employee of the City of Mesquite for at least five years. Should they voluntarily depart from the City's employment prior the five years of service, they will be expected to repay the City a prorated share of the allowance based upon the length of employment. POLICY: Police Officers employed after May 1, 2006 will be eligible to apply for reimbursement of expenses associated with relocation of personal residence so long as the new address is within the City of Mesquite. The reimbursement of moving expenses may not exceed $2,500.00 for each qualified Police Officer. This policy further stipulates that such relocation reimbursement must be: verified by the Director of Human Resources to be related to the moving of a household. Typically such household moving expenses will include the following: a moving service, rental of a moving van/trailer, moving supplies such as boxes, mileage of personal vehicles used in the move, deposits for utility services, lease application fees, security deposit required in a lease, and any other related expenses approved by the Director of Human Resources; related to temporary living quarters for up to three months; verified with detailed receipts; for relocations completed within 18 months of the Police Officer's hire date; accompanied by a signed "Promissory Note" obligating repayment of any relocation reimbursement received if the Police Officer does not complete at least two full years of employment with the City of Mesquite. Plano X City Manager, Police Chief, and Fire Chief None Richardson X City Manager and Assistant City Managers No policy None Residency Requirement Relocation Policy Incentive(s) to Live in City LimitsCity Date: July 5, 2019 Report No. 2019-140 Page 5 of 6 Table 2 City of Denton Residency for Executives as of June 21, 2019 Name Department Residency Job Title Arora, Pushpendra S Wastewater Coppell Director of Wastewater Banks, Kenneth E Water Whitesboro General Manager of Utilities Bekker, Jennifer Marie Library Services Denton Director of Libraries Boerner, Brian Keith Solid Waste Pilot Point Director of Solid Waste Canizares, Mario Alberto City Manager's Office Coppell Deputy City Manager/COO Cox, Ethan Lendon Public Works Argyle Director of Public Works Dalal, Umesh Vinochandra Internal Audit Keller City Auditor Dixon III, Frank Ralph Police Flower Mound Police Chief Estes, William Todd Engineering Denton Dir Cap Projects/City Engineer Fox, Holly Elizabeth Municipal Judge's Office Flower Mound Municipal Court Judge Gaines, David Jeffrey Finance Frisco Director of Finance Hedges, Kenneth W Fire Corinth Fire Chief Hensley, Sara Lynn City Manager's Office Denton Assistant City Manager Hileman, Lawrence Todd City Manager's Office Denton City Manager Kraft, Melissa C Technology Services Frisco Chief Technology Officer Kuechler, Sarah E Public Communications Corinth Dir of Public Affairs & IGR Leal, Aaron Legal Denton City Attorney McDonald, Scott Alexander Development Services Keller Development Svcs Director/CBO Ogden, Cassandra D Procurement/Compliance Denton Director of Prcmt & Compl Packan, Gary Robert Parks and Recreation Arlington Director of Parks & Recreation Puente Jr, Antonio Finance Denton Chief Financial Officer Pugsley, Frank East Water Flower Mound Director of Water Rogers, Jessica A Economic Development Corinth Director of Economic Dvmt Romine, Carla Jean Human Resources Frisco Director of Human Resources Thomson, Tiffany Marie Customer Service Hickory Creek Director of Customer Service Wood, Rachel Smithson City Manager's Office Denton Chief of Staff Residency Information for Executives Table 2, below, provides a list of City of Denton Executives and residency. CONCLUSION: With Denton’s location in the DFW metroplex, employees have many options where to live while still having a reasonable commute to work. Where people choose to live can be impacted by several factors including, but not limited to, housing inventory and cost, proximity to family and/or friends, family preference, schools, and other activities. STAFF CONTACT: Carla Romine, Director of Human Resources (940) 348-8344 carla.romine@cityofdenton.com Date: July 5, 2019 Report No. 2019-140 Page 6 of 6 REQUESTOR: Council Member Briggs PARTICIPATING DEPARTMENTS: Human Resources, City Attorney’s Office, City Manager’s Office STAFF TIME TO COMPLETE REPORT: 12 hours Date: April 12, 2019 Report No. 2019-070 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT This report will provide information on the sustainable (green) building practices, and the relationship between these practices on impact fees and infrastructure planning. BACKGROUND After hearing a presentation at the University of North Texas (UNT), Council Member Meltzer requested information on green building practices and the potential impact that green building practices would have on associated impact fees and future infrastructure planning efforts. This report provides information on those topics and includes information about sustainable rebates and programs in surrounding communities. Defining Green Building The EPA defines green building as “the practice of creating structures and using processes that are environmentally responsible and resource-efficient throughout a building’s life-cycle from siting to design, construction, operation, maintenance, renovation and deconstruction.”1 There are numerous sustainable building practices, as well as efficient products, that are designed to minimize the impact that a building has on the environment and the City’s utility infrastructure. The EPA explains that green building practices help achieve the following goals:2 • Energy Efficiency and Renewable Energy • Water Efficiency • Environmentally Preferable Building Materials and Specifications • Waste Reduction • Toxics Reduction • Improved Indoor Air Quality • Smart Growth and Sustainable Development Specific green building strategies to include systems that help achieve the previously mentioned conservation goals can have varying levels of environmental and infrastructure demand impact depending on the scale of the project. Some common features of green buildings include, but are not limited to: • Sustainable and locally-sourced materials in new construction and rehabilitation. • Use of Energy Star® appliances and building components. • Use of water efficient products such as low-flow toilets and shower heads. • Use of motion detecting light switches and energy efficient light bulbs. • Use of rainbarrels and other rain water conservation for law irrigation. • Installation of solar panels to reduce or eliminate a structure’s demand on the electric grid. • Establishment of an effective material recycling system. 1 EPA Definition of Green Building: https://www.epa.gov/land-revitalization/green-buildings 2 EPA Components of Green Building: https://archive.epa.gov/greenbuilding/web/html/components.html Date: April 12, 2019 Report No. 2019-070 • Use of paints and varnishes that contain minimal harmful chemicals/volatile organic compounds. A green building may incorporate as many, or few, sustainable features as they are able. The United States Green Building Council (USGBC) uses the Leadership in Energy and Environmental Design (LEED) rating system to gauge the sustainability of a building. The LEED certification is available for almost all community and home project types, and serves as a framework to “create healthy, highly efficient and cost-saving green buildings.”3 Locally, the Denton Plan 2030 encourages low-impact development, a component of sustainable design that refers to the design of the public realm in a manner that mimics natural systems.4 The overarching goal being to have minimum impact to land, water, resources, and energy in the building’s space. Section 5.9 of the Plan provides a Sustainability Framework for the City. Specifically, this section calls to “further the incorporation of green design standards for new construction and improvements to existing buildings and the public realm.” To achieve this, the plan proposes the following policies and actions: • 5.9.1- Create a Green Building Ordinance that mandates green building standards for new residential and commercial construction. Use Green Built™ Texas as a standard. • 5.9.2- In the absence of a Green Building Ordinance, encourage certification by Green Built™ Texas for construction of residential properties. • 5.9.3- Promote the establishment of green building service businesses locally in Denton that are hired to further green build goals in the city. • 5.9.4- Create guidelines and incentives for the construction of green roofs in Denton. • 5.9.5- Create guidelines and incentives for the use of Energy Star certified products in new construction and commercial and residential remodels. • 5.9.6- As part of Green Building ordinance, encourage the use of sustainable and locally- sourced materials in new construction and rehabilitation. • 5.9.7- Encourage the use of durable materials in all construction that will last and not contribute to significant maintenance. • 5.9.8- Require that all commercial buildings, including City buildings, comply with standards for reduced energy consumption. Sustainability in Denton Presentation Dr. Stan Ingman, PhD., and Dan Fette, a local green builder, recently gave a presentation titled, “Denton Adjusting to Climate Change: A More Sustainable City?” at UNT (Attachment 1). During the session, they presented their research including Denton’s renewable energy programs, building codes to reduce energy consumption, green building practices, and transportation. The presentation also highlighted some of the green buildings found throughout Denton including UNT’s Apogee Stadium (LEED Platinum certified), Business Leadership Building (LEED Gold certified), Life Sciences Complex (LEED Gold certified), and others. 3 United States Green Building Council, LEED is green building: https://new.usgbc.org/leed 4 Denton Plan 2030: 5.10, page 158 Date: April 12, 2019 Report No. 2019-070 Mr. Fette also presented information on gray water and rain collection systems that his company recently completed in Denton. This system collects gray water (water from sinks, showers, etc.) and uses it for onsite irrigation. His belief is that if there are enough houses within a new construction development utilizing these systems, that it would be able to reduce the overall strain on the wastewater infrastructure. The presentation ended with a list, as the two see it, where Denton has opportunity to be sustainable. These include: • A solar farm at UNT’s Discovery Park • Solar panels on the roofs of local businesses • Hybrid and/or electric vehicles for the University and City of Denton vehicles • Geothermal systems for all new businesses GreenSense Incentive Program and Free Energy Audits To promote energy efficient construction, The City of Denton currently offers the GreenSense Incentive Program for current customers of Denton Municipal Electric (DME). The objective of GreenSense is to reduce energy demand and consumption by promoting energy conservation, which reduces the utility bills of DME customers, reduces the peak load of the DME’s electric system, reduces emissions in the state, and promotes energy conservation. The Program offers financial incentives, in the form of rebates applied to utility bills, for installing energy efficient materials in their home or business. Rebates are available for qualifying equipment, including: • Heating, ventilation, air conditioning • Smart thermostat • Attic reflective radiant barrier • Attic insulation • Air ducts • Solar screens • Energy efficient windows • Solar hot water heater • Interconnected photovoltaic incentive The rebate amount varies based on the system that has been installed, and total cost of the project. Please see Attachment 2 for the 2019 GreenSense Manual which outlines the rebate amounts and requirements. Customers are also provided free water audits and receive a detailed report on how to lower water consumption. The City also offers rebates for the purchase and installation of energy efficient upgrades for any existing multifamily complex located on one property. This requires the application to be completed and approved prior to installation. Incentivized upgrades include central HVAC, smart thermostats, attic insulation, air ducts, solar screens, and windows. This rebate is only available for existing complexes, and no new construction applications will be accepted. Date: April 12, 2019 Report No. 2019-070 Through the GreenSense program, residents may also qualify for a rebate of $300 for the purchase of a Plug-In Electric Vehicle, including plug-in hybrid-electric vehicles. Residents must provide proof of DME electric service, proof of registration, and proof of purchase. The application for this program is available on the City’s website. In addition to the GreenSense Program, the City also offers a free home energy audit to utility customers in good standing. A certified energy auditor will utilize diagnostic tools to reveal thermal flaws in a resident’s homes, and then participants will receive a detailed report, including prioritized recommendations for improving energy efficiency. Local Communities Offering Building Incentives Staff researched5 surrounding communities to determine whether there were any economic incentives offered for residents, businesses, or local industries for incorporating green building practices. Table 1 (below) shows the outcome of this research and a brief explanation is provided in the paragraphs that follow. Table 1 City Does your City offer any incentives for incorporating sustainable building practices? Does your City off lower impact fees for buildings that meet certain sustainable requirements? Explanation Denton Yes No GreenSense Rebates Carrollton Yes No Industrial, Commercial, Institutional Water Saving Rebate Program Coppell No No Farmer's Branch No No Flower Mound No No Frisco No No Grapevine No No Lewisville No Yes Stormwater Utility Credit Program Plano No No Richardson No No The City of Carrollton offers a rebate to commercial water customers for up to half the purchase price of water-saving equipment through the Industrial, Commercial, Institutional Rebate Program. The maximum rebate for this program is $5,000 and is not available for landscape irrigation. 5 Research was conducted through email and phone communication with representatives from the surveyed cities. Staff also preformed online searches using common phrases including “rebate,” “sustainability,” “solar,” etc. Date: April 12, 2019 Report No. 2019-070 In October 2017, the City of Lewisville adopted an ordinance that made stormwater (drainage) a public utility. Properties are charged a monthly fee based on the amount of impervious area on each property. The Stormwater Utility Credit Program (Attachment 3) allows properties within a certain area the city to be eligible for credits of up to 50 percent of the fee when implementing approved best management practices. The qualifying upgrades are intended to reduce the impacts of stormwater runoff quantity and quality from the property. This program is available for single- family residential properties located within a specific Levee Improvement District and non-single family residential properties. While the Town of Flower Mound does not offer any economic incentives, the town does offer recognition to residents, commercial/industrial builders, and developers through the Green Building Program (Attachment 4). This program recognizes participants on the Town’s website and in other promotional outlets, and vice versa, the participant is allowed to use the Green Building status in their materials. The Great Update Rebate program offered by the City of Plano offers up to a 25 percent rebate for qualifying building improvements. This city-funded program assists property owners with repairs and renovations that includes some energy efficient upgrades, but the incentive is not exclusive to green building practices. The program encourages neighborhood revitalization and incentivizes homeowners to make improvements to aging homes. DISCUSSION Impact fees are calculated based on the additional system capacity needed to provide utilities and service for new growth. The system capacity needs to start with land use analyses and population growth estimates to forecast the timing and mix of single family, multi-family, and other development types within the service area. This information is used to develop ten-year water and wastewater capital improvements plans (CIPs) containing the projects needed to support the expected demands. Impact fees are then developed by expressing the growth in demand for water and wastewater facilities over the planning horizon in “service units” of impacts. Water and wastewater impact fees in Denton use a single-family equivalent (SFE) as a service unit. This SFE is simply the water and wastewater demand associated with the smallest water meter in the system, which is the typical meter used by a single-family resident. The costs of the capital projects needed to provide service are then divided by the total number of SFEs receiving the service to calculate the impact fees. Because impact fees are inherently based on consumption, any reduction in water consumption will result in a lowered need for additional capacity through capital projects. This lowered need for capital projects provides the ability to defer new capital projects further into the future, which can serve to lower impact fees. This is occurring in Denton now, and there has been a noticeable decrease in gallons per capita per day (GPCD) over the past several years. There are likely many reasons that contribute to this decline, including lower water consumption due to newer building codes that reduce indoor water use, more water efficient appliances, more efficient irrigation systems, smaller lot sizes, more multi-family housing, weather patterns that have reduced irrigation, etc. Due to declining GPCD, staff has been able to defer large capital expenditures that Date: April 12, 2019 Report No. 2019-070 would have otherwise been required. This is not unique to Denton, as the entire Region C water plan (our Region’s component of the statewide water plan) has a number of actions that rely on declining GPCD to meet future water demands. An example of how these multiple factors can come together to delay the need for increased infrastructure can be found with the Ray Roberts Water Treatment Plant. This plant was constructed in early 2003 while the gallons of water per capita for the city was around 190 gallons per day. At that time, the expectation was that Denton would need to expand the plant by 2010. Through the years plumbing fixtures improved, appliances became more efficient, lot sizes decreased, and a host of other water consumption reduction actions happened. During this time, the population of the city did not increase as much as was anticipated, and the expansion of the plant was delayed. Today, the current consumption is around 148 gallons per capita per day, and the forecast indicates that plant expansions will now be needed in 2028. This shows the impacts of both decreased per capita consumption and lowered population projections and demonstrates how capacity needs that were originally projected have been able to be postponed. These types of trends are reevaluated and forecasted every year to ensure proper planning. Currently, per capita usage appears to be leveling off due to the above-mentioned factors, and also includes recent weather trends. When planning for plant expansion, staff considers not only per capita water usage, but also to accommodate peak demand. ATTACHMENTS 1. Denton Adjusting to Climate Change presentation 2. GreenSense Incentive Program Manual 3. City of Lewisville Stormwater Utility Credit Program Administrative Directive 4. Flower Mound Green Building Program brochure STAFF CONTACT: Kenneth Banks General Manager of Utilities 940-349-7165 Kenneth.Banks@cityofdenton.com Stuart Birdseye Management Analyst 940-349-8009 stuart.birdseye@cityofdenton.com STAN INGMAN, PHD SOCIOLOGY/APPLIED GERONTOLOGY STAN.INGMAN@UNT.EDU WWW.FWOP.ORG Enterprise and Environment: Challenge – Lower Our Ecological Footprint Air, Water, Land use, Biodiversity= Ecology. Environment= Ecology as well as Social Well- Being Can Denton Become a Zero Net Energy City Or Zero Carbon City ? UNT-ZERO NET ENERGY LAB HOUSE Movement toward a Renewable Energy City A. Wolf Ridge Wind Power –2009 –40% B. Methane-Waste –1600 houses –1% C. Gas Plant –2018-Sell Gas/Back Up D. Solar Farms and More Wind-60% 100% by 2023 Reducing Energy Use-New Code, A. Buildings –residential, businesses, Green Sense Program –solar, e-windows,radiantbarriers B. Transportation –hybrids, new cars, electric Nevada Court-Denton Affordable Housing and Builder Dan Fette –2006 Completed UNT-EESAT -1997, BLB 2012 , Life Science , All Dorms, New Stadium –LEED Certification LEED = Leadership in Energy and Environmental Design U S Green Building Council -1993 Energy Star –EPA and DOE –Trump 2017 Elimination ? NEVADA COURT –DAHC/DAN FETTE -2006 - $60 UTILITIES, WATER HARVESTING -40% CITY ‘GREEN SENSE’ INCENTIVES-AUDITS – SOLAR, E-WINDOWS,SMART THERMOSTATS, ATTIC INSULATION-RADIANT BARRIER DAN FETTE –DISABILITY HOUSES -2017 -18 TRACK HOMES-PLANTATION HOMES Geothermal –DISD Preschool -100 Short Wells Dan Fette and green builders network (https://www.facebook.com/danfettebuildersi nc/), and (www.danfettebuilders.com DOE Zero Energy Ready Homes US-EcoLogic , IRVING, TEXAS-2012 CNN RESIDENTIAL AWARD-STEVE SAUNDERS http://us-ecologic.com/steve-saunders/ Plantation Homes partnership Private Student Housing in Denton QUALITY WATER-LEWISVILLE/RAY ROBERTS WASTE WATER -RETURNED CLEAN TO LAKE DEMOLITION WASTE-OLD HOME DEPOT DINO DIRT , CURBSIDE RECYCLING BIO DIESEL PLANT –Off and On –School Buses and City Vehicles HOUSEHOLD WASTE-OIL,PAINT, ETC HYBRID CARS AND TRUCKS ELECTRIC SERVICE CAR-AT UNT AND TWU PETTERBILT –HYBRID LONG DISTANCE TRUCKS AND OTHER SMALLER TRUCKS ADVANCED TECHNOLOGY CENTER –DISD- WORLD RECORD FOR FASTEST ELECTRIC RACING CAR –STUDENTS -2012 UNT FUTURE -Solar Farm at Discovery Park 500 TARGET STORES-SOLAR ON ROOFS- OTHER BUSINESSES? Hybrid and/or Electric –all City and University Service Vehicles and Equipment Geothermal all New Businesses? Solar -Shelter for Teens? Solar -Tiny Home Community for Veterans? Electric Landscaping Equipment ? GreenSense Incentive Program Manual 1 | P a g e October 1, 2018 Incentive Program Manual GreenSense Incentive Program Manual 2 | P a g e Program Introduction The objective of the GreenSense Incentive Program is to reduce energy demand and consumption by promoting energy conservation, thereby reducing the utility bills of City customers, reducing the peak load of the City’s electric system, reducing emissions in the state, and promoting energy conservation. The Program offers incentives, in the form of credits on the electric service bills of the City’s electric retail customers. Cash incentives may be paid to retail customers for the installation of photovoltaic applications. In light of additional costs associated with the GreenSense Incentive Program (“Program”) and to mitigate potential risk to ratepayers, any participant in the Program must be, at the time this program is applied for and continuing while such program is in effect, a customer in good standing of all Denton Municipal Utilities, including Solid Waste services. Unless legal review procedures have been invoked in good faith regarding the obligation, a customer in good standing for the purpose of this Rider is defined as a customer not owing any unpaid utility or solid waste debt obligation that is over forty-five (45) days past due to the City of Denton, Texas during the previous 12 months. Program applicants will be able to qualify for multiple incentives simultaneously, unless specified in the individual incentive guidelines. A separate application may be necessary for each incentive. The Program will be in effect each fiscal year beginning on October 1, until the allotted funding is depleted or until cancellation of the program by the City. At the time the funds are depleted, no additional applications for participation will be accepted until the next fiscal year. Qualifying applicants must receive electric service from the City. The Program guidelines and payments are subject to change by the City without prior notice. The City may, at any time, discontinue the Program without prior notice. The current program guidelines may be found in the GreenSense Incentive Program Manual located at www.cityofdenton.com. Application for Payment In order for energy efficient upgrades to qualify under the Program Guidelines, an Application for Payment form must be completed and submitted within thirty (30) days of installation of the energy efficient upgrades. For the overall effects of the energy efficiency upgrades to be measurable and verifiable through the deemed standards approved by the Public Utility Commission of Texas (PUCT), the complete information must be recorded for each installation. Applications for Payment, which must be accompanied by a copy of the invoice detailing work completed and efficiency measures installed as well as any technical data on the installed energy efficient upgrade, must be complete and submitted to the Conservation Program Coordinator. Payment Some energy efficiency upgrades must be permitted and shall be inspected and approved by the City’s Building Inspection division, before rebates will be processed. Incentives shall be in the form of a rebate credit to the electric utility accounts of City customers that purchase the qualifying energy efficiency upgrades. After submitting a Request for Payment, customers can expect to receive the rebate credit in 4 to 10 weeks. Incomplete or erroneous information can cause delays in payment. GreenSense Incentive Program Manual 3 | P a g e Table of Contents Energy Efficiency Rebates 4 Heating, Ventilation, Air Conditioning 5 Smart Thermostat 5 Attic Reflective Radiant Barrier 5 Attic Insulation 6 Air Duct 6 Solar Screens 6 Windows 7 Solar Water Heater 7 Electric Vehicle 7 Weatherization Supplies ....................................................................8 Multifamily Incentive 8 Energy Efficiency Rebate Application 9 Electric Vehicle Rebate Application 10 Solar Photovoltaic Incentive Overview 11 Standard Offer Incentive 13 Engineering Audit 16 ERCOT Emergency Response Service 21 GreenSense Incentive Program Manual 4 | P a g e Energy Efficiency Rebates Installers The installer that installs the prescribed and approved energy efficient upgrades must be registered with the City at the time of the installation. To become a registered Program installer, submit a GreenSense Rebate Installer Form to the Conservation Program Coordinator. Do-It-Yourself installs by property owners qualify for energy efficiency rebates. The City does not endorse any product, service, individual or company. Selection of a registered installer/contractor to perform work is the sole decision of the program participant. Any list of registered installers/contractors represents those companies who have registered themselves with the City. There is no work guarantee or warranty, expressed or implied, as to the quality, cost or effectiveness of the work performed by the contractor, employees or subcontractors. Requirements Applicants must be property owner. All equipment must be new when purchased. No leased or lease to purchase equipment. No rebate will be paid on a partial installation. All installations must be for accounts served by the City’s electric utility. All installations must meet all applicable national, local, and manufacturers’ codes and specifications. An itemized and dated invoice from the contractor or retailer along with application. All application submissions are subject to lawful verification of identification and entitlement to the Program credit by the City. A pre and/or post inspection might be required. Requests for payment must be received by Conservation Program Coordinator within thirty (30) days of installation. Note: Individual rebates are limited to funds availability. The City may change Program guidelines, payments, and/or discontinuance without prior notice. For more information contact: Conservation Program Coordinator Office Number (940) 349 – 7733 Email Address Rebates@CityofDenton.com Mailing Address Conservation Program Coordinator 215 E. McKinney Street Denton, TX 76201 GreenSense Incentive Program Manual 5 | P a g e Heating Ventilation Air Conditioning System (HVAC) The City is offering a rebate up to $400 for the purchase and installation of high-efficiency central air conditioners with gas heat, electric heat pumps, and geothermal heat pumps for existing residential and commercial facilities. No new construction applications will be accepted. HVAC Requirements − Equipment must have a minimum of 16 SEER rating − Both condensing unit and evaporator coil must be replaced − Installations must be made by a licensed contractor − Installation must be permitted, inspected and approved by the City of Denton’s Building Inspections Department − All applications must meet requirements on Page 4 of this manual Smart Thermostat The City is offering a rebate of 50 percent of invoice, not to exceed $50.00 for the installation of a smart thermostat. No new construction applications will be accepted. Smart Thermostat Requirements − Thermostat must offer internet connectivity for remote management − All applications must meet requirements on Page 4 of this manual Attic Reflective Radiant Barrier The City is offering a rebate 20 percent of invoice, not to exceed $300.00 per structure for the installation of 80 percent or more reflective radiant barrier in accessible attic space on existing structures. No new construction applications will be accepted. Radiant Barrier Requirements − Installations must be on rafters or under decking − Reflectivity and square footage must be included on invoice and application − All applications must meet requirements on Page 4 of this manual Rebate Amounts: 1.0 to 2.5 Ton Units $200 3.0 to 5.0 Ton Units $400 GreenSense Incentive Program Manual 6 | P a g e Attic Insulation The City is offering a rebate of 50 percent of invoice, not to exceed $400.00 for the installation of attic insulation of at least R-49. No new construction application will be accepted. Attic Insulation Requirements − Insulation must be installed between conditioned and unconditioned areas − Garages and other non-conditioned areas do not qualify − The current insulation level of each home must be determined and documented − Square footage of installation area must be included on invoice and application. − All applications must meet requirements on Page 4 of this manual Air Duct The City is offering a rebate of 30 percent of invoice, not to exceed $200.00 for the replacement or repair of an air duct systems located in unconditioned space. No new construction applications will be accepted. Air Duct Requirements − Materials used should be long-lasting materials (mastics, foil tape, aerosol-based sealants) − The current air loss level of each system shall be determined and documented by the installer − Materials used shall be documented on invoice (i.e. insulation, mastics, aerosol, etc.) − Invoice must specify whether home has slab or crawlspace and number of stories − All applications must meet requirements on Page 4 of this manual Solar Screens The City is offering a rebate of 30 percent of invoice, not to exceed $200.00 per structure for the installation of solar screens on windows in conditioned space. Solar Screens Requirements − Solar screens must block at least 90 percent of solar heat gain. − Structures will only qualify for this rebate once per 12-month period. − Reflectivity and square footage must be included on invoice and application. − All applications must meet requirements on Page 4 of this manual GreenSense Incentive Program Manual 7 | P a g e Windows The City is offering a rebate of 30 percent of invoice, not to exceed $500.00 per structure for the installation of energy efficient windows in conditioned space. Windows Requirements − Windows must have a U-Factor of 0.29 or less AND a Solar Heat Gain Coefficient (SHGC) of 0.22 or less − Structures will only qualify for this rebate once per 12-month period − Window sticker and square footage must be included on invoice and application − All applications must meet requirements on Page 4 of this manual Solar Water Heater The City is offering a rebate of 30 percent of invoice, not to exceed $300.00 per structure for the installation of a solar water heater. Solar Water Heater Requirements − Solar water heater must be sized to accommodate a family of four, at minimum − Solar water heater must preheat water for an electric water heater that is permanently installed at the structure − Solar water heater must have permanently installed electric backup − Structures will only qualify for this rebate once per 12-month period − All applications must meet requirements on Page 4 of this manual Electric Vehicle The City is offering a rebate of $300 for the purchase of a Plug-In Electric Vehicle. Electric Vehicle Requirements − Plug-in electric vehicles qualify, including plug-in hybrid-electric − Separate application (see page 10) to be submitted with: − Proof of Purchase − Proof of Registration − Registration address must be within the City’s electric utility service territory and served by the City GreenSense Incentive Program Manual 8 | P a g e Weatherization Supplies The City is offering a rebate of 50 percent of receipted cost, not to exceed $50.00 for supplies needed for DIY (do-it-yourself) weatherization projects. No new construction applications will be accepted. Weatherization Supplies Requirements − Materials used should be long-lasting and include, but are not limited to caulk, weather stripping, spray foam, attic door insulated cover, and outlet/switch sealers. − Materials used shall be documented on a receipt or invoice − All applications must meet requirements on Page 4 of this manual Multifamily Incentive The City is offering rebates for the purchase and installation of energy efficient upgrades for any existing multifamily complex located on one property. No new construction applications will be accepted. Requirements − Applications must be completed and approved PRIOR to installation due to limited funds availability − All requirements for upgrades listed below are the same as the individual incentives detailed in pages 4 to 7 of this Manual Upgrade Incentive Cap (not to exceed) Central HVAC $200 per 1.0 – 2.5 Ton Unit $400 per 3.0 – 5.0 Ton Unit $2,400 Smart Thermostats $10.00 each $200 Attic Insulation $0.30 per square foot $1,200 Air Ducts 30% of total cost $600 Solar Screens $3.00 per square foot $800 Windows $2.00 per square foot $1,500 GreenSense Incentive Program Manual 9 | P a g e Energy Efficiency Application GreenSense Incentive Program Manual 10 | P a g e Electric Vehicle Application Hybrid: Yes No Applicant Name: Electric Account Number: Phone Number: Email: Vehicle Registration Address: Vehicle Make, Model, & Year: Vehicle Trim Level (i.e. Nissan Leaf S, SV, or SL) Vehicle VIN: Battery can be charged at (check all that apply): Level 1 (120 volts) Level 2 (240 volts) DC Fast Charge I hereby certify that the information I provided above are true and correct to the best of my knowledge. I understand that any false information may disqualify me from receiving the Electric Vehicle Rebate. I agree to charge my electric vehicle during the off-peak hours of 10:00 PM to 7:00 AM. Date: Signature: GreenSense Incentive Program Manual 11 | P a g e Solar Photovoltaic Incentive All City of Denton requirements for Distributed Generation, including documents for this rebate, are located in the Distributed Generation Manual at www.cityofdenton.com. All City electric customers including, but not limited to, residential (both single family and multifamily) and commercial, are eligible to receive a Solar Photovoltaic Incentive in accordance with the provisions of this GreenSense Incentive Program Manual. Those interested in participating in the Solar Photovoltaic Incentive must own the property that has a City electric account or own the property that will have a City electric account where the photovoltaic system is to be installed. Only City electric customers in good standing will be eligible to receive the rebate. In addition to existing customers, developers are also qualified to receive the Solar Photovoltaic Incentive provided that only one rebate will be paid per solar installation. The incentive for qualifying photovoltaic (PV) systems is tiered based on the continuous alternating current (AC) watt output. The calculations used to determine the PV system’s AC watt output can be found in the Distributed Generation Manual located at www.cityofdenton.com. All PV incentives are to be an amount up to $30,000, not to exceed 50% of total project cost. Incentive Tier is as follows: PV ONLY PV with Battery Storage 3.0 kW to 5.0 kW 80¢ per AC Watt 3.0 kW to 5.0 kW $1.20 per AC Watt 5.1 kW to 10.0 kW 60¢ per AC Watt 5.1 kW to 10.0 kW 90¢ per AC Watt Above 10.1 kW 40¢ per AC Watt Above 10.1 kW 60¢ per AC Watt The City neither expressly nor implicitly warrants any work performed by a contractor, employees, or subcontractor. The City does not endorse any product, service, individual or company. Selection of an installer/contractor to perform work is the sole decision of the program participant. The City makes no warranties whatsoever that participant will realize any energy savings as a result of any installs of the program. In no event shall the City be responsible for any direct, special, incidental, consequential, punitive, exemplary or indirect damages in tort, contract, warranty, negligence, strict liability or under any indemnity provision or otherwise related to any installs or the Solar Photovoltaic Incentive program. Customer assumes the risk of any loss or damage(s) that the customer may suffer in connection with its participation in the Solar Photovoltaic Incentive program. Customers requesting interconnection and parallel operation of Distributed Generation must complete the City’s approved Application for Interconnection process and receive approval from the City prior to installing. The City makes no financial commitment to applicants until an application is accepted and a Letter of Intent (LOI) is issued. The LOI is valid for 90 days for upgrades to be installed. Under extenuating circumstances, applicants may request extensions to their LOI. Requests for LOI extension must be submitted prior to LOI expiration, in writing, accompanied by a detailed explanation of the reason for the delay. Contractor must demonstrate that the cause of the delay is GreenSense Incentive Program Manual 12 | P a g e out of their control along with substantial progress toward project completion. Extensions will be granted at the sole discretion of the City. Participants forfeit their incentive reservation once the LOI has expired. Any project not completely installed by September 30, will lose its funding. Incentives are given in the form of a check to the rebate participant. Customers do not have the option to have rebate sent directly to the contractor. Incentive payment will be issued within four (4) weeks after the system passes final inspections. Individually metered structures will only qualify for the rebate once per 12 month period and may not exceed $30,000 in its lifetime. Additional PV installs are subject to the same terms as new installs with updated documentation. When budgeted funds are depleted, a waiting list or queue will be established. Any application received for which funding is not available will be processed when funds become available and are subject to program requirements. Rebate participant may be subject to refund any incentive given by the City related to the PV system if the customer fails to meet ongoing program requirements or fails to ensure that the incented equipment is properly maintained and interconnected to the electric grid or any applicable national, local, manufacturer and the City’s Electric Service Standards violations are discovered. The refund amount is calculated as: [incentive received] x [5 – number of full years the PV system was operational] x 0.2. Solar Photovoltaic Incentive Requirements Minimum PV install of 3 kW. Minimum battery install of 3 kW or reasonably sized to PV install No direct meter connections or double lugging. 24/7 Meter Access. Costs related to giving the City meter access will be at customer’s expense All PV installations must meet all applicable national, local and manufacturers’ codes and specifications and the City’s Interconnection Guidelines. Installed systems shall carry a 5-year warranty from the installer in addition to a minimum 10- year manufacturer warranty on inverters and 20-year manufacturer warranty of solar panels. Licensed electrical contractors shall obtain appropriate permits and perform all electrical interconnections. All inverters and solar modules must be new. Panels must face South, East, or West. Panels must be unobstructed and non-shaded. Tree removal and any tree trimming will be at customer’s expense. If re-roofing is required, PV system removal and reinstallation is at customer’s expense. Contractor shall include any required service upgrade costs, and permit fees in the original bid. PV system shall be interconnected to the City’s electrical grid at customer’s expense. PV system shall comply with current City guidelines governing interconnection with the City’s electric system and any subsequent revisions to these guidelines. Customer must give the City access to view PV system generation by adding solar@cityofdenton.com to online profiles or emailing monthly generation data. All information regarding the City’s approved Application for Interconnection process may be found in the Distributed Generation Manual located at www.cityofdenton.com. Inquiries can be submitted to solar@cityofdenton.com. GreenSense Incentive Program Manual 13 | P a g e Standard Offer Incentive Program Participant The City offers incentives for commercial customers that are interested in making energy efficiency upgrades to their facility to reduce their peak demand by a minimum of 50 kW. Standard Offer Incentive (SOI) participants must have an electric account served by the City. Upgrades must be pre-approved in order to qualify for the rebate. Participant must submit written permission for the City to discuss their account and energy consumption with the installer. Only City customers in good standing will be eligible to receive the rebate. DME does not endorse any product, service, individual or company. Selection of a registered installer/contractor to perform work is the sole decision of the program participant. Any list of registered installers/contractors represents those companies who have registered themselves with DME. There is no work guarantee or warranty, expressed or implied, as to the quality, cost or effectiveness of the work performed by the contractor, employees or subcontractors. Acceptable projects may include: Lighting retrofit, HVAC upgrade, Motor replacement Unacceptable projects include those that: Rely on customer behavior, Involve cogeneration and demand management including generation from renewable, Have a negative impact on the environment, Have no capital investment, Plug loads Installers Installer that installs the prescribed and approved energy efficient upgrades does not need to be registered as a DME Authorized Installer. Installer must submit the application along with estimated cost, estimated demand savings, and method of kW savings calculations. Installers must also submit detailed information for each project including scope of work, specific equipment being removed and installed. DME will review the application and supporting documents for acceptance. For more information contact: Program Administrator Email Address solar@cityofdenton.com Mailing Address Energy Programs 1659 Spencer Road Denton, TX 76205 GreenSense Incentive Program Manual 14 | P a g e Standard Offer Incentive The City is offering commercial customers $125.00 per kilowatt (kW) reduced from peak demand, not to exceed 50 percent of total project cost. − The peak demand reduction must be a minimum of 50 kW − Replaced equipment must be disposed of and cannot be put back into service − The energy efficiency upgrade must be in service for at least ten (10) years − Equipment must meet all codes and permitting requirements − Lighting only project will not count for more than 65 percent of incentive Application Process − The following must be submitted to the Program Administrator for evaluation and acceptance: − Standard Offer Incentive Form − Proposal showing estimated cost, estimated demand savings, and method of kW savings calculation − Customer will receive confirmation that the application was received via e-mail − City will review the application to determine if the project will be accepted − Customer will receive a LOI if the project has been accepted − Customer will be contacted to schedule an initial inspection − Within 30 days of the completion of the project, the customer will contact the Program Administrator to schedule a final inspection. This inspection is strictly for the purpose of qualifying for the rebate, not to take the place of Building Inspections or internal quality control − Following final inspection, demand reduction will be verified For more information contact: Program Administrator Email Address Solar@cityofdenton.com Mailing Address Energy Programs 1659 Spencer Road Denton, TX 76205 GreenSense Incentive Program Manual 15 | P a g e Received Date Submitted Ck Req Received By Amount Paid CUSTOMER INFORATION Company Name Account No Contact Person Title Telephone No Email Address Site Address Description of Study: CONSULTANT INFORMATION Company Name Contact Person Title Telephone No Email address Company Address Standard Offer Incentive Form (To be completed by Customer Representative.) By signing below, you agree that you are duly authorized by the Customer to make decisions on its behalf and you represent to the City that you have read, understand and agree to abide by the terms, conditions, and requirements written in the SOI section of the GreenSense Incentive Program Manual. You are also granting release of historical usage information to be sent to the consultant to be used in the demand reduction analysis. ___________________________________________________________________________________________ Print Name Signature Date GreenSense Incentive Program Manual 16 | P a g e Engineering Audit Program Participant Those interested in participating in the Engineering Audit (Audit) must have a City General Service Large (GSL) and/or General Service Time of Use (TGS) electric account where the Audit is to be performed. Only City electric customers in good standing will be eligible to receive the rebate. Each customer site is eligible for one detailed audit every three years. City neither expressly nor implicitly warrants any part of the audits. Customer understands that, while City may provide a program to encourage energy efficiency, City is not liable or responsible in any way for the performance or results of the audits or the Program. City makes no warranties whatsoever that customer will realize any energy savings as a result of the audits or the program. In no event shall City be responsible for any direct, special, incidental, consequential, punitive, exemplary or indirect damages in tort, contract, warranty, negligence, strict liability or under any indemnity provision or otherwise related to the audits or the Program. Customer assumes the risk of any loss or damage(s) that the customer may suffer in connection with its participation in the audits or the Program. Customers requesting an engineering audit must fill out an Audit application and submit it to the Program Administrator. The Program Administrator will review the application and if approved, the customer will be notified and the detailed audit shall be completed by a professional engineer within ninety (90) days of approval by City. Auditor Audit participants are encouraged to receive several quotes before entering a contract with an engineering firm. Engineering firm must have written permission from the City’s electric customer in order to exchange energy information with the City. Engineers are required to submit completed audit reports and a copy of the invoice to the Program Administrator within thirty (30) days after audit is done. For more information contact: Program Administrator Email Address: Solar@cityofdenton.com Mailing Address Energy Programs 1659 Spencer Road Denton, TX 76205 GreenSense Incentive Program Manual 17 | P a g e Minimum Scope of Work: Once approved, the engineering audit shall include the following components: Schedule of the customer site visit Identify the current status of any customer plans for equipment purchase, vendors under consideration, vendor bids, plans for new construction/expansion, and/or other changes Identify the customer’s schedule requirements (budget cycle, equipment lead-time issues, construction schedules, planned plant shutdowns, etc.) Identify what the customer needs to have to get an energy efficiency measure (EEM) implemented (financial criteria, maximum budget, etc.) Energy Use Baseline: Estimate the baseline energy use for all existing major electric equipment related to facility operations (i.e. refrigeration, air compressors, lighting, motors, etc.) based on historical usage provided to you by the City EEMs − Clearly and concisely describe EEMs and EEM alternatives, and describe the source of energy savings − Identify the customer’s business reasons (i.e. maintenance, energy efficiency, safety, end-of-life, production increase) for wanting a detailed audit done at the facility − Create a sketch to fully illustrate the current system. This sketch may include distances, controls, piping and instrumentation diagram (P&ID), process flow and any other pertinent information that affects the current or future function of the system − Make an assessment of the potential project costs and energy and cost savings for the EEMs − Include a description of your calculation methodology and how costs were estimated − Include current Power Factor (PF), proposed PF, savings, and cost estimate − An executive summary will be included in the report with a summary table of measures showing the description, current kilowatt and kilowatt-hours per year (kW & kWh/yr), proposed kW & kWh/yr, kW & kWh/yr savings, cost estimate, potential DME incentive, simple payback before incentive, and simple payback after incentive GreenSense Incentive Program Manual 18 | P a g e Incentive The incentive for qualifying audits is up to 50% of the total audit cost, not to exceed $5,000 for the City participation. Applying for the Engineering Audit Program does not disqualify eligible customers from applying for other DME incentives. Any customer’s costs, including maintenance, in-house labor, overhead, direct or indirect, are not included in the cost of the audits and are not part of the reimbursement to be paid by DME. Denton Municipal Electric makes no financial commitment to applicants until an application is accepted and a Letter of Intent (LOI) is issued by DME. The LOI is valid for 90 days for a detailed audit to be performed. Under extenuating circumstances, applicants may request extensions to their LOI. Requests for LOI extension must be submitted prior to LOI expiration, in writing, accompanied by a detailed explanation of the reason for the delay. Extensions shall be granted at the sole discretion of DME. Program participants forfeit their incentive reservation once the LOI has expired. Incentives are given in the form of a check to the program participant. Customers do not have the option to have rebate sent directly to the contractor. Incentive payment will be issued within four (4) weeks after DME has reviewed final audit report. Any application for which funding is not available will be returned to the applicant. DME does not have a waiting list or queue. [See Detailed Audit Application on following page.] GreenSense Incentive Program Manual 19 | P a g e Received Date Submitted Ck Req Received By Amount Paid CUSTOMER INFORATION Company Name Account No Contact Person Title Telephone No Email Address Site Address Description of Study: CONSULTANT INFORMATION Company Name Contact Person Title Telephone No Email address Company Address Detailed Audit Application (To be completed by City Customer Representative.) By signing below, you agree that you are duly authorized by the Customer to make decisions on its behalf and you represent to the City that you have read, understand and agree to abide by the terms, conditions, and requirements written in the Engineering Audit section of the GreenSense Incentive Program Manual. You are also granting release of historical usage information to be sent to the consultant to be used in the energy audit analysis. ___________________________________________________________________________________________ Print Name Signature Date GreenSense Incentive Program Manual 20 | P a g e ERCOT Emergency Response Service The objective of the Emergency Response Service (“ERS”) is to decrease energy demand on the Electric Reliability Council of Texas (“ERCOT”) grid by reducing the electric demand of the City’s electric system, during times of ERCOT system emergencies, thereby lessening the likelihood of the need for firm load shedding (a.k.a, “rolling blackouts”). The Service offers incentives, through ERCOT, to qualified City customers that make themselves available for deployment in an electric grid emergency. Customers may shed load or start backup generators to fulfill their obligations. Those interested in participating in this program will be able to choose between a ten (10) minute (ERS-10) and thirty (30) minute (ERS-30) deployment. Customers will be able to choose from six time periods: DME’s Energy Management Operations (EMO), on behalf of ERS Resources, will submit offers for one or more ERS Time Periods. Time Periods are given within a four-month Contract Period: October through January, February through May, and June through September. Customers bid for specific Time Periods and ERCOT awards contacts based on price and location. This Service will be in effect each fiscal year beginning on October 1, until program cancellation by ERCOT. The ERS service will not be activated until the total anticipated reduction amount enrolled exceeds 2,000 kW. To qualify for this service, applicants must receive electric service from the City’s electric utility. Program guidelines and payments are subject to change by ERCOT without prior notice. For more information contact: Office Number (940) 349 – 7137 Mailing Address Energy Program 1659 Spencer Road Denton, TX 76205 GreenSense Incentive Program Manual 21 | P a g e Program Participant This program is only for General Service Medium (GSM), General Service Large (GSL) and General Service Time of Use (TGS) customers who voluntarily enroll in the Service and have an interval data recorder or smart meter. To be considered for this service, customers must have a historic peak demand of at least 200 kW. DME retains the sole right to determine eligibility for ERS. Customers must successfully complete unannounced testing requirements that consist of an approximately thirty (30) minute curtailment. Participants must have a system in place that allows to drop committed load within eight (8) or twenty five (25) minutes. The ERS program states a customer shall be obligated for a maximum deployment time of eight (8) cumulative hours during a contract period which can be spread over two events. In addition there is a one hour test that can be called on an unannounced basis by ERCOT. While the ERS program states a customer is obligated for up to eight hours of deployment, ERCOT also reserves the right to maintain ERS response service an additional four hours if necessary. This can result in an ERS provider ultimately providing up to twelve (12) hours of total response service during a contract period. Upon completion of a deployment event, customers shall return to a condition that will allow them to meet their contracted obligations within ten (10) hours. Determination of an Event ERCOT will deploy ERS-10 only during Energy Emergency Alerts (EEA) level 2 or 3 and may deploy ERS-30 only during EEA levels 1, 2 or 3. EEA Level 1 – Power Watch: < 2,300 MW of on-line reserves EEA Level 2 – Power Warning: < 1,750 MW of on-line reserves EEA Level 3 – Power Emergency: On-line reserves continue to decline Compensation Participants are paid the Market Clearing Price if their ERS offer is accepted by ERCOT. ERCOT pays based on the availability and performance of the committed customer. All payments are made to the EMO by ERCOT seventy (70) days after end of the Contract Period. Compensation shall be based on actual hours in each Time Period. The penalties for non-compliance may be a reduction or elimination in capacity payments and possible suspension from the Service. ERCOT communicates directly with the City’s EMO as a QSE. To participate in ERS, a customer must have a contract with City EMO, which will provide all the administration of the Service. EMO services fee will be twenty-five (25) percent of awarded Market Clearing price. Award = Clearing Price x MW Committed x Number of Hours Effective Date: I 1. I Irr Approval: -7. - t 1 ADMINISTRATIVE DIRECTIVE 1 i SECTION: STORMWATER i TOPIC: STORMWATER UTILITY CREDIT PROGRAM 1` REFERENCE: 1. 1 I.DIRECTIVE i The City of Lewisville (City) adopted an ordinance on October 6, 2017 declaring stormwater drainage) to be a public utility in order to provide a stable and equitable funding source for its t. stormwater management program. Benefitted properties (as defined in the ordinance) are charged monthly based on the amount of impervious area on each property. The Stormwater Utility Fee for a property may be allocated to several utility billing customers or tenants who use only a portion of the property. E. The ordinance establishing the Stormwater Utility gives the Director of Public Services, or his i designee (Administrator), the authority to grant credits to rate payers, who voluntarily use effective stormwater management techniques, or Best Management Practices (BMPs), to offset the impacts of stormwater runoff quantity and quality from their property. These credits are i. applied as a discount to the regular, monthly Stormwater Utility Fee calculated with the current prevailing rate. t I The purpose of this Administrative Directive is to establish the conditions that must be achieved to qualify for these credits and to establish the administrative procedures for applying the credits to individual properties. This Policy is adopted in accordance with Chapter 16, Article X, Stormwater Drainage Utility System of the City's Code of Ordinances. II. DEFINITIONS Benefitted property means an improved parcel within the service area. I Best Management Practice or BMP means schedules of activities, prohibitions of practices, maintenance procedures, and other management practices to prevent the pollution of the MS4 and waters in the State. Best Management Practices also include treatment requirements, operating procedures, and practices to control site runoff, spillage or leaks, sludge or waste disposal, or drainage from raw materials storage areas. City means the City of Lewisville, Texas. 1' 1 of 9 Customer means an individual who is recorded as the customer of,or the person using, stormwater drainage utility or other service(s) for a parcel based on the records of the City. Discharge means to deposit, conduct, drain, emit, throw, run, allow to seep, or otherwise release or dispose of, or to cause, allow, permit, or suffer any of these acts or omissions. Impervious area means a measurement in square feet of impervious surface by which the amount of stormwater drainage runoff potential for a benefitted property within a Customer class is estimated. Impervious surface means a surface that has been compacted or covered with a layer of material so that it is resistant to penetration by water. An impervious surface includes, but is not limited to, compacted soil with a surface treatment, gravel, crushed stone surface or soil compacted by vehicle traffic, asphalt or concrete pavement, a parking lot, a driveway, a sidewalk or private roadway, a building or artificial structure, or any surface that changes the natural landscape and increases, concentrates, pollutes, or otherwise alters the flow or amount of stormwater drainage runoff Multi-Sector General Permit (TXR0500000) means the TPDES Multi-Sector General Permit TXR050000, any successor permit, or any alternative TPDES permit for storm water discharges associated with industrial activity (if the activity does not qualify for coverage under General Permit TXR050000). Non-single-family residential property means any improved parcel that is not a single-family residential property, including improved parcels used primarily for retail, commercial, industrial, institutional, or governmental uses, and apartment complexes. A condominium, attached single- family or two-family dwelling as defined by Lewisville City Code Section 17-3, manufactured housing, or mixed-use property that is master metered for water utility service shall be treated as a non-single-family residential property for the purposes of calculating stormwater drainage utility charges. Owner means the person(s) or entity(ies) listed as the owner of a parcel in the Denton County Appraisal District's records,the Dallas County Appraisal District's records, or the City's records. Person means an individual, sole proprietorship, partnership, limited partnership,joint venture, limited liability company, corporation, business trust, estate, association, and any other legal entity. 4=: Runoff means drainage or flood discharge that leaves an area as surface flow or as pipeline flow. F 2of9 F Stormwater means any flow occurring during or after any form of natural precipitation, including rainfall runoff, snowmelt runoff, and surface runoff and drainage. 1 f Stormwater Pollution Prevention Plan or SWPPP means a plan required by a permit to discharge storm water associated with industrial activity or construction activity, and which describes and t ensures the implementation of practices that are to be used to reduce the pollutants in storm water 1 discharges associated with construction or other industrial activity at the facility. F Stormwater Utility means the stormwater drainage utility system owned or directly controlled by the City,in whole or in part,including the City's existing stormwater drainage facilities,materials, and supplies and any stormwater drainage facilities, materials, and supplies hereafter constructed is or utilized, and dedicated to the service of benefitted property, including future additions to the system. t Stormwater Utility Fee means the fee or charge established by the City that is levied against an Owner or Customer of a benefitted property for stormwater drainage utility services provided by the stormwater drainage utility system. III. ELIGIBILITY xj: Both single-family residential and non-residential properties are eligible for a Stormwater Utility Fee credit. t IV. ADMINISTRATION OF PROGRAM The Administrator will be responsible for the overall administration of this Directive. The t Administrator will review (or cause to be reviewed) and determine whether or not to approve applications for the Stormwater Utility Fee Credits and, if approved, certify the total amount of credit associated with each application. The Administrator will annually certify that credits should be extended or terminated. If the Administrator denies an application, the applicant may appeal the denial to the City Manager. A determination by the City Manager is final.t t The Administrator will be responsible for amending the stormwater account records to reflect changes in credits. t The Administrator will receive and review annual self-reports and may conduct independent inspections of stormwater control features (BMPs), as appropriate, to ensure that these facilities are being maintained properly and in accordance with adopted maintenance plans. 1 r r V. APPLICATION t In order to be considered for a credit,a property owner or the owner's authorized agent(applicant) must submit an application for a Stormwater Utility Fee Credit to the City on a form approved by 1 the City(see Attachment 1). No fees are required to submit an application for a Stormwater Utility 1 3 of 9 t r Fee Credit. The cost of administering this Stormwater Utility Fee credit program will be borne solely by the City through its Storm Water Management Program. The costs of preparing the application for a Stormwater Utility Fee Credit shall be borne by the applicant. Industrial facilities applying for the Industrial Permit Compliance Credit must also complete the Supplemental Industrial Permit Information Form (see Attachment 2). All required attachments indicated in the forms or specified above must be included for the application to be considered complete. This program, and all matters related hereto, is subject to modification by City. The program in effect at the time an application,report,document, or other information submitted to the City shall control the review and processing, and implementation in connection with such application, report, document, or other information. VI. APPLICATION REVIEW The initial review of Stormwater Utility Fee Credit applications will be completed within 60 days of the receipt of the application form and all required documentation. The application forms will be reviewed for completeness and accuracy. If deficiencies are found during the review, a deficiency letter will be sent to the applicant's contact person. Upon receipt of required additional information,the review will resume and be completed within 60 days of receipt of such additional information. For certain credits, an inspection may be required. Where this is required, a City inspector will contact the applicant to schedule an initial facility inspection to determine current compliance status. Upon initial qualification, a letter will be sent to the applicant notifying them of approval of the credit. The fee reduction will be applied to the next regular billing cycle. The credits are valid for one year, unless the property in question has been determined to be in non-compliance with this program. VII. ENGINEERING DOCUMENTATION Technical information may be required from a Professional Engineer licensed to practice in the State of Texas and qualified in Civil Engineering to establish the impervious area that is served by a BMP, as well as to document compliance with the City's design standards. The City may require such technical information from an applicant(at the applicant's expense)as a condition to receiving and reviewing an application or any other information or report from the applicant. VIII. INSPECTIONS Upon application for a Stormwater Utility Fee Credit (or in connection with an annual self-report see Section IX, below)), the applicant shall grant the City a right-of-entry to inspect the site that is the subject of the application at any time in order to verify the information submitted and to confirm compliance with applicable program requirements set forth in this Administrative Directive. If, after its review or inspection, the City finds the application (or annual self-report) to be inaccurate or the BMP(s) to be out of compliance, a written Notice of Non-compliance will be issued. All requirements associated with a Notice of Non-Compliance (see Section X) must be satisfied in order to avoid suspension of the Stormwater Utility Fee Credit. 4of9 r IX. RENEWAL APPLICATION If a property receives a Stormwater Utility Fee credit pursuant to this program,the applicant must, 1, 1, 11 on an annual basis, submit to the City a renewal application on a form approved by the City (see Attachment 1),in order to continue to receive the credit. The renewal application must be received no later than the anniversary date of the initial credit approval, and must be accompanied by an annual self-report. The renewal application shall not be submitted more than sixty(60) days prior to the deadline. If the renewal application is not submitted to the City by the deadline,the property shall be considered to be in non-compliance with the Stormwater Utility Fee credit program requirements; and, the Stormwater Utility Fee Credit will be suspended. The Stormwater Utility Fee Credit suspension will remain in effect for a minimum of three (3) months and will not be reinstated until the renewal application is submitted to the City with documentation, to the City's satisfaction, that the program is being implemented as intended. The costs of performing compliance activities and preparing and submitting any renewal application shall be borne by the applicant. X. ANNUAL SELF-MONITORING u The applicant shall submit a self-report, which documents maintenance activities, for each credit being requested with the annual renewal application. The self-report must document compliance, to the City's satisfaction, with all program requirements for the preceding 12-month period. An inspection may also be required depending on the type of credit. If, after its review or inspection, the City finds the self-report to be inaccurate or the BMP(s) to be out of compliance, a written Notice of Non-Compliance will be issued. All requirements associated with a Notice of Non- Compliance (see Section X) must be satisfied in order to avoid suspension of the Stormwater Utility Fee Credit. u XI. NOTICE OF NON-COMPLIANCE t If, after its review or inspection, the City finds the application (or annual self-report) to be inaccurate or the BMP(s)to be out of compliance,the applicant will be notified in writing(Notice) and given up to forty-five (45) days to correct the inaccuracy, non-compliance, or to have an approved plan of action in place. The City will determine the amount of time provided to correct the deficiency based on the type and severity of the non-compliance. For example, a structural BMP that requires maintenance or an engineered solution will be given more time than a documentation error or a good housekeeping BMP, such as parking lot sweeping. t; Within the deadline established by the City, the applicant must provide to the City written documentation and evidence (Notice Response) satisfactory to the City that the application (or annual self-report)has been corrected and/or that the BMP(s) is in compliance with all applicable program requirements. If the inaccuracy in an application (or annual self-report) has not been corrected or the BMP(s) is not in compliance as required by the Notice and this Policy (as determined by the City), or if the applicant fails to provide a Notice Response to the City by the deadline, the Stormwater Utility Fee Credit will be suspended on the following utility billing cycle. The credit suspension will remain in effect for six(6)months, after which time the applicant may reapply for the Stormwater Utility Fee Credit. The reapplication must include evidence satisfactory to the City that the inaccuracy in an application (or annual self-report) has been I 5of9 I I I corrected and/or that the BMP(s) has been in compliance with the program requirements for at least three (3) months prior to reapplication. XII. TYPES OF CREDITS A. Single-Family Residential i f Individual lots or tracts can be eligible for municipal credits up to a maximum total credit per lot or tract of 25%. Individual credits are available for the following BMP, and the credit requirements of the BMP are listed below: P Table 1: Single-Family Residential Maximum Engineering Annual Self- Credit Option Percent Credit Maintenance Inspection Allowable Documentation Report I. Denton County#1 Levee 25 Improvement District Credit 1. Properties within the Denton County#1 Levee Improvement District A 25% Stormwater Utility Fee Credit shall be given to properties within the o boundaries of the Denton County#1 Levee Improvement District(DCLID) for the mitigative effects of the levee, sump and pump station system that affords the City of Lewisville additional flood control capacity,as well as water quality and erosion control capabilities above what would be available without the system. This credit r is applied automatically and does not require an application or annual renewal. f= B. Non-Single Family Residential k' Individual lots or tracts can be eligible for municipal credits up to a maximum total credit per lot or tract of 50%. Individual credits are available for the following BMPs, and the credit t. requirements of each BMP are listed below: V Table 2: Non-Single Family Residential Maximum Engineering Annual Self- Credit Option Percent Credit Documentation Maintenance Inspection Report Allowable 1. Adopt-a-Spot Program Credit 5 X 2. Parking Lot Sweeping Credit 5 X 3. Detention or Retention Pond 20 X X X Credit 4. Zero Discharge Credit 40 X X X X 5. Permanent Structural Controls 40 X X X XCredit 6. Student Education Credit 10 X 7. Industrial Facility Credit 5 X X 8. Denton County#1 Levee 25 Improvement District Credit 6of9 1. Adopt-a-Spot Program Credit B F Businesses that participate in the Keep Lewisville Beautiful (KLB) Adopt-A-Spot program are eligible to receive a 5% credit. Civic groups that participate in the KLB Adopt-a-Spot program have the ability to identify a benefactor landowner to receive a 5%credit. Annual self-reporting is required by the business or benefactor to ensure that the program is in good standing. The City may also verify that the program is in good standing with KLB. 2. Parking Lot Sweeping Credit A 5%credit will be given when the entire parking lot is swept at least monthly, and all debris is collected and properly disposed. Annual self-reporting is required to document coverage, sweeping frequency and disposal. 3. Detention or Retention Pond Credit Up to 20% credit will be given for developments that choose to design their detention or retention ponds in a manner that conforms to Chapter 6 Land Development Regulations, Section 6-96 Drainage of the Lewisville Code of Ordinances, as it exists or may be amended. The amount of the credit is prorated based on the percentage of the impervious area that is served by the BMP. It is the responsibility of the applicant to determine what percentage of the impervious area is served by the BMP. Annual self-reporting, including maintenance and inspection documentation is required. 4. Zero Discharge Credit Up to 40% credit will be given for impervious areas that drain to permanent structural controls which are designed to infiltrate, allow evapotranspiration or re- use stormwater runoff so that it will not be discharged from the property. The credit amount will be prorated based on the percent of the lot or tract that does not drain into the City's storm sewer system and the frequency of the storm even that can be retained on-site. Engineering documentation is required. It is the 1 responsibility of the applicant to determine what percentage of the lot or tract does not drain to the City's storm sewer system. Annual self-reporting, including maintenance and inspection documentation is required. The following is the maximum allowable credit for the full retention of runoff based on the storm even frequency: 1. 20% for 1-year, 24-hour storm event* 2. 30% for 2-year, 24-hour storm event* 3. 40% for 5-year, 24-hour storm event* See City of Lewisville Drainage Criteria Manual for point rainfall amounts. 5. Permanent Structural Controls Credit Up to a 40% credit will be given for impervious areas that are treated with BMPs 7of9 in the categories listed in Table 3. Engineering documentation is required to show that these BMPs are designed and constructed in accordance with City standards. Where no standards exist, the North Central Texas Council of Governments NCTCOG) integrated Storm Water Management (iSWM) Technical Manual for Site Development Controls, as it exists or may be amended, shall govern. Annual self-reporting, including maintenance and inspection documentation is required. Table 3: Permanent Structural Control Credit Tiers l A, Level Maximum Credit Permanent Structural Controls Bioretention Areas Enhanced Dry Swales Enhanced Wet Swale Organic Filter Tier 1 40% Planter Boxes Sand Filters/Underground Sand Filters Infiltration Trench Wet Ponds Stormwater Wetlands Grass Channel Filter Strip Tier 2 10% Dry Retention Inlet Trash Collectors Gravity( Oil-Grit)Separator Permanent Structural Controls not included in Table 3 shall be submitted to the Administrator for review and approval. 6.Student Education Credit A 10%credit will be given for impervious areas contained within public or private educational facilities for K-12 grades, where an average of one hour/student of age appropriate stormwater-related teaching is provided each year. Eligible topics include flood protection, public safety and environmental stewardship related to stormwater runoff Annual self-reporting is required, and must specify the p' curriculums for the various grades, as well as the number of students reached. 7. Industrial Facility Credit Industrial facilities in the City of Lewisville that are required by TCEQ to obtain coverage under the Multi-Sector General Permit (TXR050000) for stormwater discharges, or another applicable stormwater general permit (TXG110000, TXG 340000) or individual permit, may be eligible for a 5% credit applied to the Stormwater Utility Fee, if: a) The industrial facility is consistently in compliance with all permit requirements; b) Permit-required water quality testing results are consistently at or below their benchmark levels or permit-required effluent limits during each sampling event. For results that exceed benchmarks or effluent limits, appropriate actions, documented in the Stormwater Pollution Prevention Plan, must be 8of9 1 1 taken to reduce pollutant discharge. Continued elevated levels may result in suspension from the fee credit program; c) Copies of the water quality test results are submitted to the City; and d) A copy of the facility's annual compliance evaluation report and copy of the facility Stormwater Pollution Prevention Plan are provided to the City. Facilities with a No Exposure Certification(NEC)also are eligible for the fee credit if compliance with all NEC requirements are maintained. 8. Properties within the Denton County#1 Levee Improvement District A 25% Stormwater Utility Fee Credit shall be given to properties within the boundaries of the Denton County #1 Levee Improvement District (LID) for the mitigative effects of the levee, sump and pump station system that affords the City of Lewisville additional flood control capacity,as well as water quality and erosion control capabilities above what would be available without the system. This credit is applied automatically and does not require an application or annual renewal. E i gl; k'+ 4 9of9 Attachment 1 Application forStormwater UtilityFee Credit CheckOne: Initialapplication Renewalapplication PartI A. FacilityInformation 1. FacilityName: 2. PhysicalAddressofFacility StreetNumber: StreetName: ZipCode: 3. MailingAddress - Sameasphysicaladdress? Yes IfNo, provideinformationbelow: StreetNumber: StreetName: City: State: ZipCode: B. ApplicantContactInformation 1. Name: 2. Title: 3. PhoneNo.: ( ) Ext: 4. EmailAddress: C. Credits Applied For (checkallthatapply) Adopt-A-Spot – submit information regarding proposedcleanup project, including locationofareaadopted. Parking Lot Sweeping – submitmap and schedule showing areas and frequency of sweeping to be accomplished. Detention or RetentionPond – submit maintenance plan. Zero Discharge – submit drainage study by licensed Professional Engineer. Permanent StormwaterControl – submit as-built plans stamped by licensed Professional Engineer and maintenance plan. Student Education – submit information regarding curriculum and student hours. Industrial Facility – complete Supplemental Industrial PermitInformation formand include all required attachments. PartII SignatureandApproval I herebycertify thattheinformation in thisapplication, including all attachments and supplemental forms, is true to the best of my knowledge and acknowledge that any attempt to purposely supply incorrect informationmayresult in denial of the credit application. I further understand the review ofthe documents submitted by me may take up to sixty (60) days to complete andthat submissions which do not contain the correct information or that are otherwise incomplete will be delayed an additional sixty (60) days after the date the corrected or missing information is provided to the City. Signature ofapplicant Title Date Submitapplication and all attachments to: To becompleted by City of Lewisville City of Lewisville Case No. SWAcct. No. Storm Water Division P.O. Box 299002 Credits approved: Lewisville, TX75029-9002 Attn: Stormwater Utility Fee Review Approvedby: Date: Website: eservices.cityoflewisville.com/stormwater Email: stormwater_col@cityoflewisville.com Attachment 2 Supplemental Industrial PermitInformation Form A. Facility Information 1. FacilityName: as listed onNOI or NEC) 2. TPDESPermit Number: Primary SICCode: IndustrialSector: 3. DateIndustrialOperationsBegan: DateNOIorNEC for currentowner/operator) filedwithTCEQ: B. Compliance with CurrentTPDES Stormwater Permit Have allschedules of the current permit relating to monitoring, training, implementation ofBest Management Practices (BMPs) andcompliance with theStormwater Pollution Prevention Plan (SWPPP) been metfor the preceding 12-month period? or- For Facilities with a No Exposure Certification (NEC), have all thenoexposure requirements beenmetforthepreceding 12-monthperiod? Yes No IftheanswerisNo, provide asummary description (on aseparate page) ofthecurrentpermitrequirements/schedule thathasnotbeenmet, cause for non-attainment, complianceschedule, andcurrent effortstocomplete thisactivity. C. Attachments All required attachments mustbe included for theapplication to be consideredcomplete (notrequired for facilitieswith NoExposure Certification). Attachment 1 A copy of the Stormwater PollutionPrevention Plan: Includerecordsfor spills, BestManagementPractice (BMP) maintenance, training, employeeeducation, periodicinspections, andquarterly visualmonitoring fortheprevious 12- month period. Attachment 2 A copyof the most recent AnnualComprehensiveSiteCompliance EvaluationReport. Attachment 3 Annual Hazardous MetalsMonitoring (Numeric Effluent Limitations) Have you obtained a waiver fromhazardous metals testing for all ora portion of themetals andoutfalls? Waivers may be obtained on a metal by metal basis, or on anoutfall by outfall basis. A waiver has been obtained for all metals at all outfalls. Attach a copy of thesigned waiver form TCEQ-10425). A waiver has been obtained for only a portion of the metals and/or outfalls. Attach a copy of the signed waiver (form TCEQ-10425) and acopy of yourmost recent results (useEPA form 3320-1). A waiver has not been obtained. Attach a copy of yourmost recent results (use EPAform 3320-1). Attachment 4 Benchmark Monitoring Report, if applicable Not all facilities must conduct benchmark monitoring. No SIC codes in Sectors I, P, R, V, W, X, Z, AB, AC, or AD requirebenchmarking sampling. Is Benchmark Monitoring required for yourfacility? Yes No If yes, attach a copy of you most recent Report of Benchmark MonitoringData submittedto TCEQ form TCEQ-20091). Website: eservices.cityoflewisville.com/stormwater Email: stormwater_col@cityoflewisville.com For more information, contact the Environmental Resources Division at 972.874.6348. What Is It? Why Should I Apply? How Can I Participate? The Town of Flower Mound’s Green Building Program is a voluntary program open to any residential or commercial/industrial builder, developer, or owner located within the Town limits. Each developer who participates in the Green Building Program will be recognized as a participant on the Town’s website and in other promotional items. The developer will be able to use the Green Building status in marketing and advertising campaigns. In order to be considered for the Green Building program, the applicant should fulfill the minimum Green Building Standards listed on the following page. In addition, the applicant selects at least 30 Best Manage- ment Practices (BMPs) to incorporate into the construction of the building. The most common BMPs are listed on the attached Green Building BMPs List. If the applicant chooses to use building practices not listed, Town staff will consider approval of the BMPs on a case-by-case basis. Through education, incentives, and cooperative environmental stewardship, the Town of Flower Mound encourages the voluntary integration of Green Building practices and philosophies into our community’s homes and buildings, conserving water, energy, and other natural resources. Green Building Program http://www.flower-mound.com/greenbuilding Send completed Green Building Program Applications to: Town of Flower Mound Building Inspections Division 2121 Cross Timbers Road Flower Mound, TX 75028 ¨ Large-dimension solid lumber (2x10 or greater) avoided in floors and roofs. ¨ Dimensional lumber from third-party-certified sustainable harvested sources. ¨ Engineered wood “I” joists used for floors. ¨ Trusses or “I” joists used for roofs. ¨ Structural insulated panels used for walls or roofs. ¨ Reinforced cementitious foam-formed walls (ICFs, or insulated concrete when temperature permits). ¨ Engineered lumber products for window or door headers. ¨ Engineered lumber products for beams or joists. ¨ Engineered alternatives to wood framing. ¨ Outdoor structures, decking, and landscaping materials made from pressure-treated engineered lumber or non-CCA (chromated copper arsenate) dimensional lumber. ¨ Outdoor structures, decking, and landscaping materials made from recycled materials. ¨ Outdoor structures, decking, and landscaping materials made from certified sustainably harvested lumber. ¨ Recycled-content gypsum wallboard used. ¨ Non-solvent-based damp-proofing used. ¨ Regionally produced block or brick used. ¨ Aluminum foundation forms used. ¨ Recycled-content concrete or glass cullet for aggregate used. ¨ Recycled-content expansion joint filler used. ¨ Urea formaldehyde-free subfloor and underlayment material used. ¨ Oriented strand board (OSB) made from fast-growth material used. ¨ Recycled-content underlayment used. ¨ No Luan underlayment used. ¨ No Luan doors (tropical hardwood) used. ¨ Exterior doors (including door to garage) insulated to R-5 or greater. ¨ Reconstituted or recycled-content doors (hardboard) with least toxic binders. ¨ Solid, domestically-grown interior wood panel doors used. ¨ Recycled-content carpet pad used. ¨ Recycled-content carpet (tacked, not glued) used. ¨ Natural linoleum with low-toxic adhesives or backing used. ¨ Ceramic tile installed with low-toxic mastic and grout used. ¨ Recycled-content ceramic tile used. ¨ Natural material carpet (domestic cotton, wool) tacked, not glued. ¨ Domestic wood flooring made from third-party-certified sustainably harvested sources. ¨ Recycled-content sheathing (minimum 50% pre- or post-consumer) or OSB. ¨ Reconstructed or recycled-content siding (minimum 50% pre- or post-consumer). ¨ Indigenous stone used. ¨ Natural stucco and/or synthetic plaster used. ¨ Cementitious siding used. ¨ Reconstituted or recycled-content fascia, soffit, or trim (minimum 50% pre- or post- consumer). ¨ R-3.5 or better insulated exterior wall sheathing installed. ¨ Windows double-glazed with 1/2” airspace. ¨ Finger-jointed wood windows installed. ¨ Low-E windows NFRC rated at u=0.37 or lower used. ¨ Exterior environmental/insulated window coverings used. ¨ No metal-frame windows in house, including basements. ¨ Any exposed particleboard painted with water-based sealer inside cabinets / underside of countertops. ¨ Finger-jointed trim installed. ¨ On-site application of cabinet finishes done with least toxic finishes. ¨ Domestic hardwood trim used. ¨ Cabinets made with formaldehyde-free particleboard, MDF (medium density fiber board), or recycled agricultural product. ¨ Recycled-content roof material used. ¨ Minimum 30-year roofing material including concrete, slate, clay, composition, metal, or fiberglass. ¨ Paints and finishes with minimal VOC content. Standard is less than 250 grams/liter of VOCs. ¨ Paints or finishes with recycled content used. ¨ Only low-toxicity, low-solvent adhesives used throughout. ¨ Water-based urethane finishes on wood floors. ¨ Water-based lacquer finishes on woodwork. ¨ Recycled-content (minimum 25%) insulation. ¨ Blown wall insulation, such as cellulose or fiberglass. ¨ Cellulose insulation with UL-rated fire retardant. ¨ HCFC-free rigid foam insulation used. ¨ Formaldehyde-free insulation used. Materials: (from at least 3 categories) Minimum Green Building Standards Residential Homes Multifamily, Commercial and Industrial Energy Efficiency Water Conservation Waste Minimization Pervious Pavement 1. The minimum standard for energy efficiency of single-family residential structures shall demonstrate energy performance greater than 25% above minimum performance standards as required under the 2000 International Residen- tial Code, Chapter 11, or the 2000 International Energy Conservation Code, whichever is applica- ble and the most current version as adopted with amendments by Town ordinance. Energy perfor- mance can be demonstrated using the Department of Energy’s free REScheck software package (www.energycodes.gov/rescheck/); or 2. Applicants may meet compliance by participat- ing in another energy-building performance pro- gram, as long as that program meets the standards above and/or is specifically approved by the Town of Flower Mound. 1. The minimum standard for energy efficiency of Multifamily, Commercial, & Industrial struc- tures shall demonstrate energy performance greater than 25% above minimum performance standards as required under the 2000 Inter- national Energy Conservation Code (or most current version as adopted with amendments by Town ordinance). Energy performance can be demonstrated using the Department of Energy’s free COMcheck-EZ software pack- ages (www.energycodes.gov/comcheck/). Other commercial building performance or modeling programs may be used, if approved by Town staff; or 2. The demonstrated achievement and con- tinuous compliance at the Certified Level of the U.S. Green Building Council’s Leadership in Energy & Environmental Design (LEED) Green Building Rating System 2.0 (or most current version available). 1. If an irrigation system is installed, it must be a zoned irrigation system. 2. Greater than 50% of the landscaping must consist of native, drought-tolerant plant, grass, and tree species. 3. Information must be provided to homebuyers describing the benefits of and proper maintenance requirements for a xeriscaped landscape. 1. If an irrigation system is installed, it must be a zoned irrigation system. 2. Greater than 70% of the landscaping must consist of native, drought-tolerant plant, grass, and tree species. 3. Information must be provided to building tenants describing the benefits of and proper maintenance requirements for a xeriscaped landscape. 1. Construction waste reduction, reuse, and recy- cling agreement shall be signed and submitted to the Town’s Building Inspections Division. 2. Provide a built-in recycling center option with two or more bins (minimum 5 gallons each) for homebuyers. 3. Provide a composting system option installed in yard for homebuyer (manufactured or made on site). 1. Construction waste reduction, reuse, and recycling agreement shall be signed and sub- mitted to the Town’s Construction Inspections Division. 1. 10% of the total number of parking lots must be constructed from Town-approved pervious pavement systems. Not Applicable � All forms and application materials, along with additional information and resources can be found at http://www.flower-mound.com/greenbuilding Land Use: ¨ Save and reuse all site topsoil. ¨ Building orientation encourages solar heating and reduces overheating potential of west-facing glass. ¨ For building reuse projects, maintain at least 75% of existing building structure and shell. ¨ Develop on a site classified as a Brownfield redevelopment area. ¨ Provide suitable means for securing bicycles. ¨ Provide shade (within 5 years) on at least 30% of roof and exterior wall surfaces. ¨ Provide shade (within 5 years) on at least 30% of non-roof impervious surface on the site. Energy Use: ¨ Provide preferential parking for carpools or van pools. ¨ Provide an option for photovoltaic applications either on roof or separate location. ¨ Building designed for passive solar heating. ¨ Energy heels of 6” or more on trusses. ¨ Blower door test verifies 0.35 ACH or less. ¨ House/building is wrapped with an exterior air infiltration barrier to manufacturer’s specifications. ¨ Sill plate sealed with foam sill gasket. ¨ Dishwasher has energy-saving cycle or qualifies for Energy Star. ¨ Refrigerator qualifies for Energy Star or has annual estimated electric cost less than $66. ¨ If appliances are not included, provide a list of energy-efficient appliances. ¨ Solar electric system provides 20% or more of building’s electricity. ¨ At least 70% of all office equipment is Energy Star-rated. ¨ Provide Energy Star appliances. ¨ Provide an option of Energy Star appliances. ¨ Extended-life incandescent bulbs greater than 2000 hrs. installed. ¨ Use low watt, energy-saving lighting systems for all outdoor lighting. ¨ Solar-powered walkway or outdoor area lighting installed. ¨ Install non-electric resistance water heaters (back-up is allowed). ¨ Install tankless on-demand water heaters, heat pump, or solar water heaters. ¨ Design or promote appliances that limit phantom losses. ¨ Install radiant barrier. ¨ Use “cool roof” applications. ¨ “Deed Restrictions” to encourage energy efficiency/green building. Water Conservation: ¨ Permeable materials comprise 40% of areas for all walkways, patios, and driveways. ¨ Installed landscape is xeriscape for at least 80% of non-paved area. ¨ Rainwater harvested and directed toward landscaping needs where practical. ¨ Landscape with drought-resistant plants and/or grasses. ¨ Provide a list of native drought-resistant plants to homebuyers. ¨ Bathroom faucets fitted with aerator restricting flow to at least 1.8 gpm. ¨ Kitchen faucet fitted with aerator restricting flow to 2.0 gpm. ¨ Energy Star-qualifying clothes washer installed. ¨ Passive or on-demand hot water delivery system installed at farthest location from water heater. ¨ Recycled-content mulch or compost used or maintained. ¨ Installed bedding areas are mulched. Select 30 Best Management Practices (your list must include items from at least 3 of the 5 following categories) Continued on Back Page Indoor Air Quality: ¨ One carbon monoxide (CO) detector, hardwired, installed per 1,000 sq. ft. of living/ working space (minimum of one per floor), in all buildings with an attached garage or any combustion appliance. ¨ Set-back thermostat installed. ¨ Whole house/building fan installed. ¨ Return-air ducts in every bedroom/office space. ¨ Two or more thermostats controlling separate heating and/or cooling zones from a single heating and/or cooling system. ¨ Building meets American Lung Association Health House Standards. ¨ Provide a duct-mounted electronic/electrostatic air cleaner. ¨ Installed vacuum system exhausts to the outside. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2104,Version:1 AGENDA CAPTION Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff,consult with the City’s attorneys,and provide direction pertaining to potential acquisition and use of the facility located at 401 North Elm Street,where discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,or otherwise compromise the City’s legal position in any administrative proceeding or potential litigation. City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2133,Version:1 AGENDA CAPTION Consultation with Attorneys - Under Texas Government Code Section 551.071 Consult with the City’s attorneys regarding legal matters associated with non-disclosure agreements and/or confidentiality agreements and related policies;where a discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-1845,Version:1 AGENDA CAPTION The 50th Anniversary Year of Denton Community Theatre City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-1986,Version:1 AGENDA CAPTION Live United Month City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2066,Version:1 AGENDA CAPTION Celebrate Our Daily Bread’s 1 Millionth Meal City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2035,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a service agreement related to a Public, Education, and Government (PEG) grant with the University of North Texas for its Denton Community Television PEG channel; authorizing the expenditure of funds therefor; and declaring an effective date. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs/DTV CM/ DCM/ACM: Sara Hensley, Assistant City Manager DATE: September 10, 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 service agreement related to a Public, Education, and Government (PEG) grant with the University of North Texas for its Denton Community Television PEG channel; authorizing the expenditure of funds therefor; and declaring an effective date. DISCUSSION Staff is seeking Council approval for a PEG grant totaling $10,000 for the University of North Texas for its Denton Community Television PEG channel. As part of the adopted FY18-19 budget, staff recommended a one-time grant of $10,000 for each of the three PEG channel entities to be spent on capital equipment related to their channel, as defined by the FCC. BACKGROUND Pursuant to section 66.009 of the Texas Utility Code, all cable providers are required to collect a PEG fee from every cable subscriber each month. There are three cable provide rs serving the citizens of Denton: Charter, Frontier, and Grande. With the adoption of Ordinance No. 2010-302, our PEG fee is 1 percent of the gross revenue of the video services provided by the cable operator and remitted to the City on a quarterly basis. FISCAL INFORMATION The grant will be funded by the PEG fund which is fully supported by the cable television subscriber fee. No other City funds will be needed. EXHIBITS 1. Agenda Information Sheet 2. UNT DCTV PEG Ordinance 3. UNT DCTV PEG Service Agreement Respectfully submitted: Billy Matthews DTV Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com S:\LegaI\CC\Public AffairsXPEG Grant ord UNT - DCT.doc ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE SERVICE AGREEMENTS RELATED TO PUBLIC,EDUCATION,AND GOVERNMENT (PEG) GRANTS WITH THE UNIVERSITY OF NORTH TEXAS FOR ITS DENTON COMMUNITY TELEVISION PEG CHANNEL;AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;AND DECLARING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager,or his designee,is hereby authorized to execute an agreement between the City of Denton and The University of North Texas for its TV channel. The agreement for the channel Denton Community Television operated by the Maybom School of Journalism at UNT, a copy of which is attached hereto, is incorporated herein and made a part hereof. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by and seconded by ; the Ordinance was passed and approved by the following vote [ - ]: Ave Nav Abstain Absent ChrisWatts,Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, 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: ROSA RIGS,CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL,CITY ATTORNI BY: FY2018-19 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON,TEXAS AND | DENTON COMMUNITY TELEVISION -DCTV | i This Agreement is hereby entered into by and between the City of Denton,Texas,a Home j Rule Municipal Corporation,hereinafter referred to as "City",and University of North Texas on | behalf of Denton Community Television - DCTV,Maybom School of Journalism, hereinafter i referred to as "Organization":j WHEREAS, City has determined that the proposal for services merits assistance and can i provide needed services to citizens ofCity;and | I WHEREAS,this Agreement serves avalid municipal and public purpose and is in the public ! interest asit will assist local non-profit agencies,schools,hospitals,and public safety organizations j within the City, among other things;! I iNOW,THEREFORE,the parties hereto mutually agree as follows:| I. SCOPE OF SERVICES ! fOrganizationshall in a satisfactory and proper manner perform the following tasks, for i which the monies provided by City may be used:! j The funds being provided shall be used by Organization to assist with the costs of capital i equipment related to providing Public, Educational and Govermnent cable television services I within the City of Denton in accordance with Federal Communications Commission (FCC)j regulations.| II.OBLIGATIONS OF ORGANIZATION In consideration ofthe receipt of funds from City,Organization agrees tothe following terms and conditions. A.Ten-Thousand Dollars and no/100 ($10,000.00)shallbe paidto Organization byCity to be utilized for the purposes set forth in Article 1. B.Organization willmaintain adequate recordstoestablishthattheCityfundsareusedfor the purposes authorized by this Agreement. C. Organizationwill permit authorized officialsof City to review applicable recordsat a mutually agreed upon date and time. D. Organizationwill provide full-backup documentation for expenditures,invoices,and canceledchecksto Cityby the end of the currentfiscalyear, September30. E, Organization will appoint a representative who will be available to meet with City officials when requested. III.TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Organization within the following time frame: The term of this Agreement shall commence on the effective date and terminate at end of the current fiscal year, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV.PAYMENTS A.Payments to Organization.City shall pay to Organization the sum specified in Article II after the effective date of this Agreement. B.Excess Payment.Organization shall refund to City within ten (10) working days of City's request, any sum ofmoney which has been paid byCity andwhich City atany time thereafter determines: 1) has resulted in overpayment to Organization; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V.EVALUATION Organization agrees to provide City the following data and reports, or copies thereof: A. All applicableexternalor internalaudits. Organizationshallsubmita copy ofthe annual independent audit to City within ten (10)days of receipt. B. All applicable external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section.Organization agrees to maintain records that will provide accurate,current, separate,and complete disclosure ofthe status of funds received and the services performed under this Agreement. The record system of Organization shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Organization agrees to retain all books, records, documents, reports, and written accounting Page 2 of 6 procedures pertainingto the services providedand expenditure of fundsunderthis Agreement for five years. E. Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and currentrecords that clearly reflectthe level and benefit of services provided under this Agreement. VI.TERMINATION | _i The City may terminate this Agreement for cause if Organization violates any covenants,| agreements, or guarantees of this Agreement, the Organization's insolvency or filing of | bankruptcy, dissolution, or receivership, or the Organization's violation of any law or regulation to which it is bound under the terms of this Agreement.The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VII.EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A.Organization shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B.Organization will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance wifii local.State and Federal rules and regulations. C. In the event of non-compliance by Organization with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Organizationmay be barred fi:om furthercontractswith City. VIII.REPRESENTATIONS Organization represents: A. All information, reports and data heretofore or hereafter furnished to City, are completeand accurate as ofthe date shownonthe information, data, orreport, and, sincethat date, have not imdergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete,accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data,tWe has been no material change,adverse or otherwise,in the financial condition of organization. C. No litigation or legal proceedings that would adversely affect Organizations obligations under this Agreement are presently pending or threatened against Organization. Page 3 of 6 D.None ofthe provisions herein contravenes orisin conflict with the authority under which organization is doing business or with the provisions of any existing indenture or agreement of organization. E.Organization has the power to enter into this Agreement and accept payments hereunder,andhas taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F.None of the assets of Organization are subject to any lien or encumbrance of any character,except for current taxes not delinquent,except as shown in the financial statements furnished by Organization to City. Eachof these representations and warranties shall be continuing and shall be deemed to have been repeated bythe submission of each request for payment. IX.CHANGES AND AMENDMENTS A.Any alterations,additions,or deletions to the terms of this Agreement shall be by written amendment executed by both parties,except when the terms of this Agreement expressly provide that another method shall be used. B. Itis understood and agreed bythe parties heretothat changes inthe State,Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement.Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto,and shall become a part of the Agreement on the effective date specified by the law or regulation. X.INDEMNIFICATION To the extent authorized by law,the Organization agrees to indemnify,hold harmless,and defend the City,its officers,agents,and employees from and against anyand all claims orsuitsfor injuries,damage,loss,or liability of whatever kind or character,arising outoforin connection with the performance bythe Organization or those services contemplated by this Agreement,including all such claims or causes of action based upon common,constitutional or statutory law,or based,in whole or in part,upon allegations of negligent or intentional acts of organization,its officers, employees,agents, subcontractors,licenseesand invitees. XI.CONFLICT OF INTEREST A.Organization covenants that neither it nor any member of its governing body presently has any interest,direct or indirect,which would conflict in any manner or degree with the performance of services required to be performed under this Agreement.Organization further covenants that in the performance of this Agreement,no person having such interest shall be employed or appointed asa member ofits goveming body. Page 4 of 6 B.Organization further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest inor use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himselflierself,or others;particularly thosewith which he/she has family,business,orotherties. Q,No officer,member,or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying outofthis Agreement shall participate in any decision relating tothe Agreement which affects his personal interest or the interest in any corporation,partnership,or association in which he has direct or indirect interest. Xll.NOTICE Anynotice or otherwritteninstrumentrequiredorpermittedto bedeliveredundertheterms of this Agreement shall be deemed to have been delivered,whether actually received or not,when deposited in the United States mail,postage prepaid,registered or certified,return receipt requested,orvia hand-delivery or facsimile,addressed to Organization or City,as the case may be, at the follovdng addresses: ORGANIZATION CITY Denton Community Television-DCTV City of Denton,Texas Maybom School of Journalism Attn:City Manager University of North Texas 215E.McKinney 1155 Union Circle,#311460 Denton, TX 76201 Denton, TX 76201-5017 Telephone:940.349-8307 Telephone:940.565.4917 Fax No.940.349-8596 Either party may change its mailing address by sending notice of change of address to the otheratthe above address by certified mail,returnreceipt requested. XIII.MISCELLANEOUS A.Organization shall not transfer,pledge or otherwise assign this Agreement orany interest therein,or any claim arising thereunder to any party or parties,bank,trust company or other financial institution without the prior written approval of City. B. If any provision ofthis Agreement is heldto be invalid,illegal,or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. Inno event shall any payment to Organization hereunder,oranyotheractor failure of City to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed inanywayto bea waiver by Cityof anybreachof covenant ordefault which may then or subsequently be committed by Organization.Neither shall such payment,act, or omission inany manner impair or prejudice any right,power,privilege,or remedy available to City to enforce its rights hereimder,which rights,powers,privileges,or remedies are always specifically preserved.No representative or agent of City may waive the effect of this provision. Page 5 of 6 D.This Agreement,together with referenced exhibits and attachments,constitutes the entire agreement between the parties hereto,and any prior agreement,assertion,statement, understanding,or other commitment occurring during the term of this agreement,or subsequent thereto,have any legal force or effect whatsoever,unless properly executed in writing,and if appropriate,recorded asan amendment ofthis Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdictionsittingin Denton County,Texas. IN WITNESS WHEREOF,the parties do hereby affix their signatures and enter into this Agreement asofthe day of ,2019. ATTEST: ROSA RIOS,CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: CITY ATTORNEY BY: TODD HILEMAN,CITY MANAGER ORGANIZATION (UNT) Bob Brown Senior Vice President for Finance &Administration BY: Page 6 of 6 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2173,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a service agreement related to a Public, Education, and Government (PEG) grant with the Denton Independent School District for its PEG channel; authorizing the expenditure of funds therefor; and declaring an effective date. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs/DTV CM/ DCM/ACM: Sara Hensley, Assistant City Manager DATE: September 10, 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 service agreement related to a Public, Education, and Government (PEG) grant with the Denton Independent School District for its PEG channel; authorizing the expenditure of funds therefor; and declaring an effective date. DISCUSSION Staff is seeking Council approval for a PEG grant totaling $10,000 for the Denton Independent School District. As part of the adopted FY18-19 budget, staff recommended a one-time grant of $10,000 for each of the three PEG channel entities to be spent on capital equipment related to their channel, as defined by the FCC. BACKGROUND Pursuant to section 66.009 of the Texas Utility Code, all cable providers are required to collect a PEG fee from every cable subscriber each month. There are three cable providers serving the citizens of Denton: Charter, Frontier, and Grande. With the adoption of Ordinance No. 2010-302, our PEG fee is 1 percent of the gross revenue of the video services provided by the cable operator and remitted to the City on a quarterly basis. FISCAL INFORMATION The grant will be funded by the PEG fund which is fully supported by the cable television subscriber fee. No other City funds will be needed. EXHIBITS 1. Agenda Information Sheet 2. DISD PEG Ordinance 3. DISD PEG Service Agreement Respectfully submitted: Billy Matthews DTV Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com s:\legal\cc\public affairsXpeg grantorddisd.doc ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE SERVICE AGREEMENTS RELATED TO PUBLIC,EDUCATION,AND GOVERNMENT (PEG) GRANTS WITH THE DENTON INDPENDENT SCHOOL DISTRICT FOR ITS PEG CHANNEL; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute an agreement between the City of Denton and Denton Independent School District for its TV channel.The agreement for the DISD channel operated by Denton Independent School District, a copy of which is attached hereto, is incorporated herein and made a part hereof. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. The motionto approve this Ordinance was made by and seconded by ; the Ordinance was passed and approved by the following vote [ -]: Ave Nav Abstain Absent Chris Watts,Mayor: Gerard Hudspeth,District 1: Keely G. Briggs, District 2: Jesse Davis,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: ROSA RIGS,CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL,CITY ATTORNEY BY: FY2018-19 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON,TEXAS AND DENTON INDEPENDENT SCHOOL DISTRICT -DISD TV This Agreement is hereby entered into by and between the City of Denton,Texas,a Home Rule Municipal Corporation,hereinafter referred toas "City",and the Denton Independent School District-DISD TV,hereinafter referred toas "Organization": WHEREAS,City has determined that the proposal for services merits assistance and can provideneededservicesto citizensofCity;and WHEREAS,this Agreement serves a valid municipal and public purpose andisinthe public interest asit will assist local non-profit agencies,schools,hospitals,and public safety organizations withinthe City,amongotherthings; NOW,THEREFORE,thepartiesheretomutuallyagreeas follows: I.SCOPE OF SERVICES Organization shall in a satisfactory and proper manner perform the following tasks,for whichthemoniesprovidedbyCitymaybeused: The funds being provided shall be used by Organization to assist with the costs of capital equipment related to providing Public, Educational and Government cable television services within the City of Denton in accordance with Federal Communications Commission (FCC) regulations. II.OBLIGATIONS OF ORGANIZATION In consideration ofthe receipt of fimds from City,Organization agrees tothe following terms and conditions. A. Ten Thousand Dollars and no/100 ($10,000.00)shall bepaidto Organization byCityto beutilizedforthe puiposes setforthinArticleI. B.Organization will maintain adequate records to establish thattheCity funds are used for the pmposes authorized by this Agreement. C. Organizationwill permit authorized officialsof Cityto review applicable recordsat a mutually agreed upon date and time. D. Organization will provide full-backup documentation for expenditures, invoices, and canceled checksto Citybytheendofthecurrent fiscal year,September 30. E.Organization will appoint a representative who will be available to meet with City officials when requested. F.Organization will submit toCity copies of year-end audited financial statements. III.TIME OF PERFORMANCE The services funded by Cityshall be undertakenandcompleted by Organization withinthe followingtime frame: The term of this Agreement shall commence on the effective date and terminate at end of the current fiscal year,unless the contract is sooner terminated under Section VII "Suspension or Termination". IV.PAYMENTS A.Payments to Organization.City shall pay to Organization the sum specified in ArticleIIaftertheeffectivedateofthis Agreement. B.Excess Payment.Organization shall refund to City within ten (10)workingdays of City's request,anysumof money which has been paid by City and which City at any time thereafter determines: 1) hasresultedin overpayment to Organization;or 2) hasnotbeenspentstrictlyin accordance withthetermsofthis Agreement;or 3) isnot supported by adequate documentation to fully justifythe expenditure. V.EVALUATION Organization agrees to provide City the following data and reports,or copies thereof: A.All applicable external or internal audits.Organization shall submit a copy ofthe armual independent audit toCity within ten (10)days of receipt. B. All applicable extemal or internalevaluation reports. C. An explanation of any majorchanges in programservices. D. To complywiththis section.Organization agrees to maintain records that will provide accurate,current,separate,and complete disclosure of the status of funds received and the services performed under this Agreement.The record system of Organization shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Organization agrees to retain all books,records,documents,reports,and written accounting Page 2 of 6 procedures pertaining tothe services provided and expenditure of funds under this Agreement for five years. E. Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate andcurrentrecordsthatclearlyreflectthelevelandbenefitof servicesprovidedunderthis Agreement, VI.TERMINATION The City may terminate this Agreement for cause if Organization violates any covenants, agreements,or guarantees of this Agreement,the Organization's insolvency or filing of bankruptcy,dissolution,or receivership,orthe Organization's violation ofany law or regulation to which it is bound under the terms ofthis Agreement.The City may terminate this Agreement forother reasons not specifically enumerated inthis paragraph. VII.EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A.Organization shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B.Organization will furnish all information and reports requested by City,and vWll permit accessto its books,records,and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of non-compliance by Organization with the non-discrimination requirements,the Agreement maybe canceled,terminated,or suspended in whole or inpart,and Organizationmay be barredfrom furthercontractswithCity. VIII.REPRESENTATIONS Organization represents: A. All information,reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significantchange without written notice to City. B. Any supporting financial statements heretofore furnished to City, are complete, accurateandfairlyreflectthefinancialconditions ofOrganizationonthedateshownonsaidreport, and theresults of theoperationforthe periodcoveredbythereport,andthat sincesaiddata,there has beennomaterialchange,adverseor otherwise,inthe financial condition of organization. C. No litigation or legal proceedings that would adversely affect Organizations obligationsunderthisAgreementarepresentlypendingorthreatenedagainst Organization. D. None of the provisions herein contravenes or is in conflict with the authority under whichorganizationisdoingbusinessorwiththe provisions ofanyexistingindentureor agreement of organization. Page 3 of 6 E.Organization has the power to enter into this Agreement and accept payments hereunder,and has taken all necessary action to authorize such acceptance under the terms and conditions ofthis Agreement. F.None of theassetsof Organization are subject to anylienor encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Organization to City. Each ofthese representationsandwarrantiesshallbecontinuingandshall bedeemedto havebeen repeatedby the submission of eachrequest for payment. IX.CHANGES AND AMENDMENTS A. Any alterations, additions,or deletions to the terms of this Agreement shallbe by written amendment executedby both parties,exceptwhenthetermsof this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties heretothat changes in the State, Federal or local lawsor regulations pursuant hereto mayoccur during the termof this Agreement.Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto,and shall becomea part of the Agreement on the effectivedate specified by the law or regulation. X.INDEMNIFICATION To the extentauthorizedby law,the Organization agreesto indemnify,hold harmless,and defendthe City,its officers,agents,and employees from and against anyand all claimsor suitsfor injuries,damage,loss,or liability of whatever kindor character,arising out of or in connection with the performance bythe Organization orthose services contemplated bythis Agreement,including all suchclaims or causes of action basedupon common,constitutional or statutory law,or based,in whole or in part, upon allegations of negligent or intentional acts of organization,its officers, employees, agents, subcontractors, licensees and invitees. XI.CONFLICT OF INTEREST A.Organization covenantsthat neither it nor any member of its governing bodypresently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Organization further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Organization further covenants that no member of its goveming body or its staff, subcontractors or employeesshallpossessanyinterestin orusehis/herpositionfora purposethat Page 4 of 6 is or gives the appearance of being motivated by desirefor private gain for himself/herself,or others;particularly thosewithwhichhe/shehas family,business,orotherties. C. No officer,member,or employee of City andno member of its governing body who exercises any function or responsibilities inthe review or approval ofthe undertaking or carrying outofthis Agreement shall participate inany decision relating tothe Agreement which affects his personal interest or the interest in any corporation,partnership,or association in which he has direct or indirect interest. XII.NOTICE Any notice orother written instnunent required or permitted tobe delivered undertheterms of this Agreement shallbedeemedtohavebeen delivered,whether actually receivedornot,when deposited in the United States mail,postage prepaid,registered or certified,return receipt requested,or via hand-delivery or facsimile,addressed to Organization or City,as the casemay be, at the following addresses: ORGANIZATION CITY DentonIndependentSchoolDistrict City of Denton,Texas DISD TV Attn: City Manager Carla Ruge 215 E. McKinney 1504 Long Road Denton, TX 76201 1155 Union Circle,#311460 Telephone:940.349-8307 Denton,TX 76207 Fax No.940.349-8596 Telephone:(940)369-4850 Eitherparty may change its mailing address by sendingnotice of change of addressto the other atthe above address bycertifiedmail,return receipt requested. XIII.MISCELLANEOUS A.Organization shall not transfer,pledgeor otherwise assignthis Agreement or any interest therein,or any claim arising thereunder to any party or parties,bank,trust company or other financial institutionwithoutthe priorwritten approval of City. B.If any provisionof this Agreement is heldto be invalid, illegal,or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Organization hereimder,or any other act or failure of Cityto insistin anyone or more instances uponthe termsand conditions of this Agreement constituteor be construed in anyway to be a waiver by City of any breach of covenant or default whichmaythenor subsequently be committedby Organization.Neithershallsuch payment,act, or omissionin any manner impair or prejudiceanyright, power,privilege,or remedyavailableto City to enforce its rights hereunder,which rights,powers,privileges,or remedies are always specifically preserved.No representative or agentofCitymaywaivetheeffectofthis provision. Page 5 of 6 D. This Agreement,togetherwithreferencedexhibitsand attachments,constitutesthe entire agreement between the parties hereto,and any prior agreement,assertion,statement, understanding,or other commitment occurring during the term of this agreement,or subsequent thereto,have any legal force or effect whatsoever,unless properly executed in writing,and if appropriate,recorded asan amendment ofthis Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in DentonCounty,Texas. IN WITNESS WHEREOF,the parties do hereby affixtheir signatures andenterintothis Agreement asofthe dayof ,2019. ATTEST: ROSA RIOS,CITY SECRETARY BY: APPROVED AS TO LEG^ CITY ATTORNEY BY: TODD HILEMAN,CITY MANAGER ORGANIZATION Page 6 of 6 WILSO iRlNTENDENT ' City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2174,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a service agreement related to a Public, Education, and Government (PEG) grant with the University of North Texas for its NTTV PEG channel; authorizing the expenditure of funds therefor; and declaring an effective date. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs/DTV CM/ DCM/ACM: Sara Hensley, Assistant City Manager DATE: September 10, 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 service agreement related to a Public, Education, and Government (PEG) grant with the University of North Texas for its NTTV PEG channel; authorizing the expenditure of funds therefor; and declaring an effective date. DISCUSSION Staff is seeking Council approval for a PEG grant totaling $10,000 for the University of North Texas and its NTTV PEG channel. As part of the adopted FY18-19 budget, staff recommended a one-time grant of $10,000 for each of the three PEG channel entities to be spent on capital equipment related to their channel, as defined by the FCC. BACKGROUND Pursuant to section 66.009 of the Texas Utility Code, all cable providers are required to collect a PEG fee from every cable subscriber each month. There are three cable providers serving the citizens of Denton: Charter, Frontier, and Grande. With the adoption of Ordinance No. 2010-302, our PEG fee is 1 percent of the gross revenue of the video services provided by the cable operator and remitted to the City on a quarterly basis. FISCAL INFORMATION The grant will be funded by the PEG fund which is fully supported by the cable television subscriber fee. No other City funds will be needed. EXHIBITS 1. Agenda Information Sheet 2. UNT NTTV PEG Ordinance 3. UNT NTTV PEG Service Agreement Respectfully submitted: Billy Matthews DTV Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com S:\Legal\CC\Public Affairs\PEG Grant ord UNT -NTTV.doc ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE SERVICE AGREEMENTS RELATED TO PUBLIC,EDUCATION,AND GOVERNMENT (PEG) GRANTS WITH THE UNIVERSITY OF NORTH TEXAS FOR ITS NTTV PEG CHANNEL; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;AND DECLARING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager,or his designee, is hereby authorized to execute an agreement between the City of Denton and The University of North Texas for its TV channel. The agreement for the channel NTTV at UNT,a copy of which is attached hereto,is incorporated herein and made a part hereof. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by and seconded by ; the Ordinance was passed and approved by the following vote [ -]: Chris Watts, Mayor: Gerard Hudspeth,District 1: Keely G.Briggs,District 2: Jesse Davis,District 3: John Ryan,District 4: Deb Armintor,At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the Ave Na Abstain Absent day of _,2019. CHRIS WATTS,MAYOR ATTEST: ROSA RIGS,CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL,CITY ATTORNEY BY: FY2018-19 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON,TEXAS AND NORTH TEXAS TELEVISION -NTTV This Agreement is hereby entered into by and between the City of Denton,Texas,a Home Rule Municipal Corporation,hereinafter referred to as "City",and University of North Texas,UNT I -NTTV,hereinafter referred to as "Organization":j WHEREAS,City has determined that the proposal for services merits assistance and can I provide needed services to citizens of City;and i WHEREAS,this Agreement serves a valid municipal and public purpose and is in the public ' interest as it will assist local non-profit agencies,schools,hospitals,and public safety organizations i within the City,among other things;! j I NOW,THEREFORE,the parties hereto mutually agree as follows:! I.SCOPE OF SERVICES | I I Organization shall in a satisfactory and proper manner perform the following tasks,for I which the monies provided byCitymaybe used: The ftmds being provided shall be used by Organization to assist with the costs of capital e<]uipment related to providing Public,Educational and Government cable television services | within the City of Denton in accordance with Federal Communications Commission (FCC)| regulations.i j II.OBLIGATIONS OF ORGANIZATION | I In consideration of the receipt of funds from City,Organization agrees to the following terms | and conditions.! A.Ten Thousand Dollars and no/100 ($10,000.00)shall be paid to Organization by City to beutilizedfor the purposes set forthin ArticleI. B.Organization will maintain adequate records to establish that the City funds are used for the purposes authorized bythis Agreement. C.Organization will permit authorized officials of City to review applicable records ata mutually agreed upon date and time. D.Organization will provide full-backup documentation for expenditures,invoices,and canceled checks to City by the end of the current fiscal year,September 30. E. Organization will appoint a representative who will be available to meet with City officials when requested. III.TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Organization within the following time fhime: The term of this Agreement shall commence on the effective date and terminate at end of the current fiscal year, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV.PAYMENTS A.Payments to Organization.City shall pay to Organization the sum specified in Article II after the effective date of this Agreement. B.Excess Payment.Organization shall refund to City within ten (10) working days of City'srequest,anysum ofmoneywhichhasbeenpaidbyCityandwhich Cityatanytime thereafter ' determines:' 1) has resulted in overpayment to Organization; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V.EVALUATION Organizationagrees to provide Citythe followingdataandreports, or copies thereof: A. All applicable external or internalaudits. Organization shall submit a copy of the annual independent audit to City within ten (10)days of receipt. B. All applicable external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section.Organizationagrees to maintain records that will provide accurate, current,separate,and complete disclosure of the status of funds received and the services performed imder this Agreement. The record system of Organization shall contain sufficient doctunentation to provide in detail full support and justification for each expenditure. Organization agrees to retain all books, records, documents, reports, and written accounting procedurespertainingto the servicesprovidedand expenditureof fimds underthis Agreementfor five years. Page 2 of 6 ' E.Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records that clearly reflecttheleveland benefit of services provided under this Agreement. VI.TERMINATION The City may terminate this Agreement for cause if Organization violates any covenants, agreements,or guarantees of this Agreement,the Organization's insolvency or filing of bankruptcy,dissolution,or receivership,or the Organization's violation of anylawor regulation i to which it is bound under the terms of this Agreement.The City may terminate this Agreement i for other reasons not specifically enumerated in this paragraph.} VII EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS j i A.Organization shall comply with all applicable equal employment opportunity and ' affirmative action laws or regulations. B.Organization will furnish all information and reports requested by City,andwill permit access to its books,records,and accounts for purposes of investigation to ascertain compliance with local.StateandFederal rules andregulations. C. In the event of non-compliance by Organization with the non-discrimination requirements,the Agreement may be canceled,terminated,or suspended in whole orin part,and Organization maybe barredfromfurther contracts with City. VIII.REPRESENTATIONS Organization represents: A.All information,reports and data heretofore or hereafter requested by City and I furnished to City,are complete and accurate as of the date shown on the information,data,or j report,and,since that date,havenot imdergone any significant change withoutwrittennoticeto City.i B.Any supporting financial statements heretofore furnished to City,are complete, accurate and fairly reflect the financial conditions of Organization onthe date shown on said report, andthe results ofthe operation fortheperiod covered bythe report,andthatsincesaiddata,there hasbeenno material change,adverse or otherwise,inthe financial condition of organization. C. No litigation or legal proceedings that would adversely affect Organizations obligations under this Agreement are presently pending or threatened against Organization. D. Noneofthe provisions herein contravenes orisin conflict withthe authority under which organization is doing business or with the provisions of any existing indenture or agreement of organization. Page 3 of 6 E.Organization has the power to enter into this Agreement and accept payments hereunder,and hastaken all necessary actionto authorize such acceptance underthe termsand conditions of this Agreement. F.None ofthe assets of Organization are subject to any lien or encumbrance of any character,exceptfor currenttaxes not delinquent,except as shoAvn in the financial statements fiimished by Organizationto City. Eachofthese representations and warranties shallbe continuing andshallbe deemed to havebeen repeated bythe submission ofeachrequestfor payment. IX.CHANGES AND AMENDMENTS A.Any alterations,additions,or deletions tothe terms of this Agreement shall beby written amendment executed by both parties,except when the terms ofthis Agreement expressly provide that another method shall be used. B. It is understoodand agreedbythe partiesheretothat changesin the State,Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement.Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto,and shall become a partofthe Agreement onthe effective date specified by the law or regulation. X.INDEMNIFICATION To the extent authorized by law,the Organization agrees to indemnify,hold harmless,and defend the City,its officers,agents,and employees from and against any and all claims or suits for injuries,damage,loss,or liability of whatever kindor character,arising outoforin connection with the performance by the Organization orthose services contemplated by this Agreement,including all such claims or causes of action based upon common,constitutional or statutory law,or based,in vdiole or in part,upon allegations of negligent or intentional acts of organization,its officers, employees, agents, subcontractors, licensees and invitees. XI.CONFLICT OF INTEREST A.Organization covenants that neither itnor any member ofits governing body presently has any interest,direct or indirect,which would conflict in any manner or degree with the performance of services required to be performed under this Agreement.Organization further Page 4 of 6 covenants that in the performance of this Agreement,no person having such interestshall be employed or appointed as a member of its governing body. B.Organization further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest inor use his/her position fora purpose that is or gives the appearance of being motivated by desire for private gainfor himself/herself,or others;particularlythose wath whichhe/shehas family,business,or otherties. C. No officer,member,or employee of City and no member of its goveming body who exercises any function or responsibilities inthe review or approval of the undertaking or carrying outofthis Agreement shall participate inany decision relating to the Agreement which affects his personal interest or the interest in any corporation,partnership,or association in which he has direct or indirect interest. XII.NOTICE Anynoticeor otherwritteninstrumentrequiredor permittedto be deliveredunderthe terms ofthis Agreement shallbe deemed tohave been delivered,whether actually received or not,when deposited in the United States mail,postage prepaid,registered or certified,retum receipt requested,orvia hand-delivery or facsimile,addressed to Organization or City,asthe case may be, at the following addresses: ORGANIZATION CITY University of North Texas- NTTV City of Denton,Texas North Texas Television Attn:City Manager Phyllis Sloctim 215 E.McKiimey Street 1155 Union Circle #310589 Denton, Texas 76201 Denton,TX 76203-5017 Telephone (940)349-8307 Telephone (940)565-2565 Either party may change its mailing address by sending notice of change of address to the otheratthe above address by certified mail,retum receipt requested. XIII.MISCELLANEOUS A.Organization shall not transfer,pledge or otherwise assign this Agreement or any interest therein,or any claim arising thereunder to any party or parties,bank,tmst company or other fmancial institution without theprior written approval of City. B. If any provision of this Agreement is heldto be invalid,illegal,or unenforceable, the remmning provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. Innoeventshallany payment to Organization hereunder,oranyotheractor failure of City to insist in any oneor more instances upon the terms and conditions of this Agreement constituteor be construed in any wayto be a waiverby City of any breach of covenantor default which may thenor subsequently be committed by Organization.Neither shall such payment,act, or omission inany manner impair or prejudice any right,power,privilege,or remedy available to Page 5 of 6 City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specificallypreserved. No representativeor agent of Citymaywaive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement,assertion,statement, understanding, or other commitment occurring during the term of this agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate,recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County,Texas. IN WITNESS WHEREOF,the parties do hereby affix their signatures and enter into this Agreement as of the day of ,2019. ATTEST: ROSA RIOS,CITY SECRETARY BY: APPROVED AS TO LEGALJORM: CITY AT BY: TODD HILEMAN,CITY MANAGER ORGANIZATION Universityof NorthTexas BY: Page 6 of 6 Bob Brown Senior Vice President for Finance &Administration City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2045,Version:1 AGENDA CAPTION 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 Doxim Utilitec,LLC,for Utility and Miscellaneous Bill Print and Mail Services;providing for the expenditure of funds therefor;and providing an effective date (RFP 6975 - awarded to Doxim Utilitec,LLC,in the five (5)year not-to-exceed amount of $1,951,725).The Public Utilities Board recommends approval (7 - 0). City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 10, 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 Doxim Utilitec, LLC, for Utility and Miscellaneous Bill Print and Mail Services; providing for the expenditure of funds therefor; and providing an effective date (RFP 6975 - awarded to Doxim Utilitec, LLC, in the five (5) year not-to-exceed amount of $1,951,725). The Public Utilities Board recommends approval (7 - 0). RFP INFORMATION/BACKGROUND To provide high-quality billing services while maintaining low cost, the City of Denton outsources the production and mailing of the City’s utility bills. Since 2009, Ancor Information Management, LLC, dba Utilitec, which is now known as Doxim Utilitec, LLC, has been the City’s provider of these services. This partnership has improved self-service functionality for customers, increased staff efficiency, and, most importantly, consistently produced high volumes of accurate and timely utility bills. The committee conducted an interview with the top three (3) firms to confirm that their service offering would be a good fit for the City’s billing and mailing needs. At the conclusion of these interviews, the evaluation committee determined that the organization is best served by continuing its relationship with Ancor Information Management, LLC, dba Utilitec. The City currently produces approximately 64,000 utility bills per month. Over the 5 year term of the contract, allowances being made creates a 6% total monthly cost growth each year which can be attributed to increases in customer base, changing customer behaviors regarding printed bills, and an annual postage increase based on USPS historical changes. Due to the inability to contract set postal costs, a 10% postage contingency of $129,500 is included to ensure adequate postage coverage. Utilizing the vendor’s mail bundling service ensures that the City continues to receive the best postage rates available. Customer Service produces more than 770,000 bills annually, and the spending authorized with this agreement ensures that staff is prepared for continued growth in the utility customer base. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Project Description Estimated 5-Year Expenditure Printing $95,228, Postage $224,657 & Maintenance $1,450 Year 1 $321,335 Printing $98,231, Postage $240,654 & Maintenance $1,450 Year 2 $340,335 Printing $101,358, Postage $257,792 & Maintenance $1,450 Year 3 $360,600 Printing $104,607 , Postage $276,148 & Maintenance $1,450 Year 4 $382,205 Printing $107,987, Postage $295,813 & Maintenance $1,450 Year 5 $405,250 10% contingency for postage $129,500 Programming hour contingency $ 12,500 Total: $1,951,725 Requests for Proposals were sent to 26 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Eight (8) proposals were received and 3 proposals meeting specifications were evaluated based upon published criteria including delivery, compliance with specifications, probable performance indicators and price. Based upon this evaluation, Ancor Information Management LLC, dba Utilitec was ranked the highest and determined to be the best value for the City (Exhibit 2). PRIOR ACTION/REVIEW On August 26, 2019, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with Doxim Utilitec, LLC, for Utility and Miscellaneous Bill Print and Mail Services, in a five (5) year not-to-exceed amount of $1,951,725. PRINCIPAL PLACE OF BUSINESS Doxim Utilitec, LLC Lyon, MI ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These services will be funded from General Fund Customer Service account numbers: 870100.6386 and 870100.6308. Purchase Order #187034 and 187033 have been entered into the Purchasing software system. The budgeted amount for this item is $1,951,725. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: LLC Members Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Autumn Perkins at 940-349-7409. Legal point of contact: Mack Reinwand at 940-349-8333. Exhibit 2 RFP 6975 - Pricing Evaluation for Utility & Miscellaneous Bill Print & Mail Service Respondent's Business Name:Doxim Utilitec, LLC Level One, LLC InfoSend, Inc. Principal Place of Business (City and State):Lyon, MI Malvern, PA Carrollton, TX $90,984 $79,696.56 $85,500.04 Contract Total (5 years) not including additional services:$1,951,725 ITEM DESCRIPTION 1 Delivery/Project Schedule (10%)10 9 9 2 Compliance with specifications, quality, reliability, characteristics to meet stated or implied needs (40%)40 33 28 3 Indicators of Probable Performance under contract (10%)10 8 4 4 Price, Total Cost of Ownership (40%)36 40 38 Total:96 90 79 Products and Services Pricing: Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DOXIM UTILITEC, LLC (CONTRACT 6975) THIS CONTRACT is made and entered into this date ______________________, by and between DOXIM UTILITEC, LLC a Michigan Limited Liability Company, whose address is 1911 Woodslee Dr. Troy, MI 48083, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document RFP 6975 - Utility & Miscellaneous Bill Print & Mail Service, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 6975 and contractor’s proposal (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Printed Name: ________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION AARON LEAL, CITY ATTORNEY CERTIFICATE NUMBER BY: __________________________________ CITY OF DENTON, TEXAS ATTEST: ROSA RIOS, CITY SECRETARY _______________________________ TODD HILEMAN BY: _________________________________ CITY MANAGER Date: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 (- ,#)% $ +($ *#%#* & * &#'(# ( )# &* &*'&#'+ &* ( "# !#& & # %!!# ( #& & Contract # 6975 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $1,951,725.00. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be five (5) years, effective from date of award. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment yearly. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the yearly percentage change in the manufacturer’s price list. The price adjustment will be determined yearly from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment yearly in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. 4. Replacement of Prior Contract The Parties acknowledge that Contract 5815 approved on October 20, 2015, and amended on April 9, 2019 (the “Prior Contract”), is hereby replaced in its entirety by this Agreement. This Agreement shall be effective, and the Prior Contract shall be terminated, upon the execution of this Agreement by the Parties. Upon such execution, all provisions of the Prior Contract are hereby superseded in their entirety and replaced herein and shall have no further force or effect. Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 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. 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 DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 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 DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. 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 DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 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 DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 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 DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit 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 DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or 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). DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. 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 DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: x 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 . x 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. x 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. x 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. DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 x 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. x 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. x 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: x Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. x Coverage B shall include personal injury. x 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: x 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. x Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 [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: x any auto, or x all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all em 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. DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 ATTACHMENT 1 [X] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 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 DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Contract # 6975 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 Commission’s website within seven business days. DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 RFP 6975 Pricing Sheet for Utility & Miscellaneous Bill Print & Mail Service Respondent's Business Name Utilitec Principal Place of Business (City and State)Troy, MI Services Proposal Pricing: ITEM Type of Service Requested Estimated Monthly Piece UOM Price per UOM Cost of Service City of Denton requested completion schedule Proposed Date if can not meet required schedule: 1 NCOA Update Change Fee 250 Per Piece $0.20 $50.00 60 Days From Award 2 Print Statements/Letters (Simplex) 56,000 Per Piece $0.000 $0.00 60 Days From Award 2a Print Statements/Letters (Simplex) additional pages 800 Per Piece $0.00 $0.00 60 Days From Award 2b Print Alternate Deduct per Statements/Letters if City provides paper and envelopes (Simplex)56,000 Per Piece $0.00 $0.00 60 Days From Award 2c Print Statements/Letters Additional price (Duplex) 56,000 Per Piece $0.089 $4,984.00 60 Days From Award 2d Print Statements/Letters Additional price (Duplex) additional pages 200 Per Piece $0.05 $10.00 60 Days From Award 2e Print Alternate Deduct per Statements/Letters if City provides paper and envelopes (Duplex)56,000 Per Piece $0.00 $0.00 60 Days From Award 3 Print Suppression Fee 6,000 Per Piece $0.06 $360.00 60 Days From Award 4 Cost to fold flyers for inserting (56,000 to 112,000) 112,000 Per Piece $0.00 $0.00 60 Days From Award 4a Insert flyers, brochures, etc. (56,000 to 112,000) 112,000 Per Piece $0.005 $560.00 60 Days From Award 5 Migration Cost of 3 years' worth of PDF's 4,106,874 Per Piece $0.00 $0.00 60 Days From Award $5,964.00 ITEM UOM Price per UOM Cost of Service City of Denton requested completion schedule Proposed Date if can not meet required schedule: 6 Per month charge $0.00 $600.00 60 Days From Award 7 Per month charge $0.00 $250.00 60 Days From Award 8 Per month charge $0.00 $500.00 60 Days From Award 9 Per month charge $0.00 $0.00 60 Days From Award 10 Per Hour $125.00 $0.00 60 Days From Award 11 Total Cost $0.00 $0.00 60 Days From Award 12 Total Cost $0.00 $250.00 60 Days From Award $1,350.00 ITEM UOM Price per UOM Cost of Service City of Denton requested completion schedule Proposed Date if can not meet required schedule: 13 USPS Address Services 56,000 $0.003 $168.00 60 Days From Award 14 $0.00 $0.00 60 Days From Award 15 $0.00 $0.00 60 Days From Award $168.00 ITEM Description YEAR 1 YEAR 2 YEAR 3 16 UConnect Client Portal Maintenance Fee $1,200.00 $1,200.00 $1,200.00 $1,200.00 $1,200.00 $1,200.00 Materials Proposal Pricing (F.O.B. Destination): BAFO Total Cost Type of Service Requested Custom Programming as needed Implementation and Startup Cost (Include Worksheet) Storage of replica Statements/Letters for City of Denton and Customer view Reporting Cost Internal Bill Search Tool Diverted Bill Technology Fee The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Cost of Annual Services: TOTAL Cost to Integrate Billing History page with Paymentus Additional Cost / Ongoing Cost (not covered above) Total Cost Total Cost DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 RFP 6975 Pricing Sheet for Utility & Miscellaneous Bill Print & Mail Service Respondent's Business Name Utilitec Principal Place of Business (City and State)Troy, MI The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. ITEM UOM Price per UOM Extended Price 17 Per Piece $0.00 $0.00 $0.00 Yes or No No If Yes, please list agencies, contact names, and phone numbers on separate sheet. Total Cost of Materials Description Total Price Bidder Has Pending Litigation with other agencies for similar services? DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 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 Sec tion 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. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date 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 DocuSign Envelope ID: 06CFA3C4-A923-4A8D-9D5B-D5D7BA7055C6 Certificate Of Completion Envelope Id: 06CFA3C4A9234A8D9D5BD5D7BA7055C6 Status: Sent Subject: Please DocuSign: City Council Contract 6975-Utility & Miscellaneous Bill Print & Mail Service Source Envelope: Document Pages: 34 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Suzzen Stroman AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 8/29/2019 4:07:56 PM Holder: Suzzen Stroman suzzen.stroman@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Suzzen Stroman suzzen.stroman@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 8/29/2019 4:42:45 PM Viewed: 8/29/2019 4:42:54 PM Signed: 8/29/2019 4:43:11 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/29/2019 4:43:13 PM Viewed: 8/30/2019 7:51:00 AM Signed: 8/30/2019 8:01:21 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/30/2019 8:01:23 AM Viewed: 8/30/2019 9:35:15 AM Signed: 8/30/2019 9:36:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gary Zavislak ABurke@Utilitec.net Senior Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 192.103.131.2 Sent: 8/30/2019 9:36:23 AM Viewed: 8/30/2019 10:34:23 AM Signed: 8/30/2019 10:37:55 AM Electronic Record and Signature Disclosure: Accepted: 8/30/2019 10:34:23 AM ID: 6ecece5a-915d-4344-ac37-21dc6548926a Signer Events Signature Timestamp Antonio Puente, Jr. antonio.puente@cityofdenton.com Chief Financial Officer Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 174.206.9.172 Signed using mobile Sent: 8/30/2019 10:37:58 AM Viewed: 8/30/2019 2:46:41 PM Signed: 8/30/2019 2:47:32 PM Electronic Record and Signature Disclosure: Accepted: 8/30/2019 2:46:41 PM ID: 79395a08-861d-4fdc-af25-03c73846030b Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/30/2019 2:47:35 PM 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 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign n erson Signer Events Signature Timestamp Editor Deliver Events Status Timestamp gent Deliver Events Status Timestamp ntermediar Deliver Events Status Timestamp Certified Deliver Events Status Timestamp Car on Cop Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/30/2019 9:36:21 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Car on Cop Events Status Timestamp Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/30/2019 9:36:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Christa Foster Christa.Foster@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kim Hestand Kim.Hestand@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign itness Events Signature Timestamp otar Events Signature Timestamp Envelope Summar Events Status Timestamps Envelope Sent Hashed/Encrypted 8/30/2019 2:47:35 PM a ment Events Status Timestamps 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 File #:ID 19-2046,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City Council of the City of Denton,a Texas municipal home-rule corporation,approving a negotiated settlement between the Atmos Cities Steering Committee ("ACSC")and Atmos Energy Corp.,Mid-Tex Division regarding the company's 2019 rate review mechanism filing;declaring existing rates to be unreasonable;adopting tariffs that reflect rate adjustments consistent with the negotiated settlement;finding the rates to be set by the attached settlement tariffs to be just and reasonable and in the public interest;approving an attached exhibit establishing a benchmark for pensions and retiree medical benefits;approving an attached exhibit regarding amortization of regulatory liability;requiring the company to reimburse ACSC’s reasonable ratemaking expenses;determining that this ordinance was passed in accordance with the requirements of the Texas Open Meetings Act;adopting a savings clause;declaring an effective date; and requiring delivery of this ordinance to the company and the ACSC’s legal counsel. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Mario Canizares, Deputy City Manager DATE: September 10, 2019 SUBJECT Consider approval of an ordinance of the City Council of the City of Denton, Texas, a Texas municipal home-rule Corporation, approving a negotiated settlement between the Atmos Cities Steering Committee (“ACSC”) and Atmos Energy Corp., Mid-Tex division regarding the company’s 2019 rate review mechanism filings; declaring existing rates to be unreasonable; adopting tariffs that reflect rate adjustments consistent with the negotiated settlement; finding the rates to be set by the attached settlement tariffs to be just and reasonable and in the public interest; approving an attached exhibit establishing a benchmark for pensions and retiree medical benefits; approving an attached exhibit regarding amortization of regulatory liability; requiring the company to reimburse ACSC’s reasonable ratemaking expenses; determining that this ordinance was passed in accordance with the requirements of the Texas open meetings act; adopting a savings clause; declaring an effective date; and requiring delivery of this ordinance to the company and the ACSC’s legal counsel. BACKGROUND The City of Denton is a member of the Atmos Cities Steering Committee (“ACSC”), which is a 170- member city coalition, representing over one million Atmos Energy gas meters across the State of Texas. The Coalition is designed to advocate the interest of cities (and its citizens) regarding gas rate increases and other regulatory matters. In 2007, ACSC and Atmos Mid-Tex settled a rate application filed by the Company pursuant to Section 104.301 of the Texas Utilities Code for an interim rate adjustment commonly referred to as a GRIP filing (arising out of the Gas Reliability Infrastructure Program legislation). That settlement created a substitute rate review process, referred to as Rate Review Mechanism (“RRM”), as a substitute for future filings under the GRIP statute. Since 2007, there have been several modifications to the original RRM Tariff. The most recent iteration of the RRM Tariff was reflected in an ordinance adopted the Denton City Council adopted on September 18, 2018. On or about April 1, 2019, Atmos filed a rate request pursuant to the RRM Tariff adopted by ACSC members. Atmos claimed that its cost-of-service in a test year ending December 31, 2018, entitled it to additional system-wide revenues of $70.0 million. The application of the standards set forth in ACSC’s RRM Tariff required Atmos to reduce its request to $54.0 million. ACSC’s consultants concluded that the system-wide deficiency under the RRM regime should be $38.7 million instead of the claimed $54 million. The amount of the $38.7 million deficiency applicable to ACSC members would be $28.2 million. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Summary: $70.0M – Atmos Original Request (system-wide) $54.0M – RRM Reduction (System-wide) $35.4M – Increase to ACSC members after review/negotiation Customer Impact (Avg. monthly bill): Residential: $2.05 (3.70%) increase Commercial: $6.18 (2.31%) increase After the Company reviewed ACSC’s consultants’ report, ACSC’s Executive Committee and the Company negotiated a settlement whereby the Company would receive an increase of $35.4 million from ACSC Cities. The Effective Date for new rates is October 1, 2019 and the ACSC Executive Committee recommends that its member cities take action on the rate increase ordinance before the end of September. Options to Consider: 1. Consider adoption of the attached ordinance approving the ASCS Coalition’s recommended Atmos rate increase 2. Deny the adoption of the attached ordinance approving the ASCS Coalition’s recommended Atmos rate increase. Please note that by denying the ordinance, the City of Denton would be responsible for appealing the rate increase directly to the Texas Railroad Commission. All legal and consulting expenses for both the City of Denton and Atmos would be borne solely by the City of Denton ratepayers. It is highly unlikely that the City of Denton would prevail before the Commission. FISCAL INFORMATION The impact of the settlement on average residential rates is an increase of $2.05 on a monthly basis, or 3.7 percent. The increase for average commercial usage will be $6.18 or 2.31 percent. A bill impact comparison is attached to this report. RECOMMENDATION Staff recommends that the City of Denton City Council adopt the attached ordinance approving a revised rate review process also known as the Rate Review Mechanism Tariff regarding Atmos Energy’s gas rate increases and other regulatory matters. PRIOR ACTION • September 10, 2019, City Council Work Session regarding 2019 RRM process • September 18, 2018, City Council adopted a Resolution for the increase in Atmos gas rates for FY 2018-19 • March 20, 2018, City Council adopted Ordinance 2018-429 approving the revised rate review process also known as the Rate Review Mechanism Tariff regarding Atmos Energy’s gas rate increases and other regulatory matters. • October 24, 2017, City Council authorized Denton to join the Atmos Cities Steering Committee (ACSC) coalition. • May 23, 2017, City Council adopted Resolution 2017-021 for the increase in Atmos gas rates for 2017 EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance Exhibit 3 – Ordinance Attachments Exhibit 4 – Presentation Exhibit 5 – 2019 Atmos RRM FAQ Respectfully submitted: Mario Canizares Deputy City Manager Prepared by: Ryan Adams Deputy Director of Public Affairs/IGR 1 ORDINANCE NO. _______________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, A TEXAS MUNICIPAL HOME-RULE CORPORATION, APPROVING A NEGOTIATED SETTLEMENT BETWEEN THE ATMOS CITIES STEERING COMMITTEE (“ACSC”) AND ATMOS ENERGY CORP., MID-TEX DIVISION REGARDING THE COMPANY’S 2019 RATE REVIEW MECHANISM FILING; DECLARING EXISTING RATES TO BE UNREASONABLE; ADOPTING TARIFFS THAT REFLECT RATE ADJUSTMENTS CONSISTENT WITH THE NEGOTIATED SETTLEMENT; FINDING THE RATES TO BE SET BY THE ATTACHED SETTLEMENT TARIFFS TO BE JUST AND REASONABLE AND IN THE PUBLIC INTEREST; APPROVING AN ATTACHED EXHIBIT ESTABLISHING A BENCHMARK FOR PENSIONS AND RETIREE MEDICAL BENEFITS; APPROVING AN ATTACHED EXHIBIT REGARDING AMORTIZATION OF REGULATORY LIABILITY; REQUIRING THE COMPANY TO REIMBURSE ACSC’S REASONABLE RATEMAKING EXPENSES; DETERMINING THAT THIS ORDINANCE WAS PASSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE TEXAS OPEN MEETINGS ACT; ADOPTING A SAVINGS CLAUSE; DECLARING AN EFFECTIVE DATE; AND REQUIRING DELIVERY OF THIS ORDINANCE TO THE COMPANY AND THE ACSC’S LEGAL COUNSEL. WHEREAS, the City of Denton, a Texas municipal home-rule corporation (“City”) is a gas utility customer of Atmos Energy Corp., Mid-Tex Division (“Atmos Mid-Tex” or “Company”), and a regulatory authority with an interest in the rates and charges of Atmos Mid- Tex; and WHEREAS, the City is a member of the Atmos Cities Steering Committee (“ACSC”), a coalition of similarly-situated cities served by Atmos Mid-Tex (“ACSC Cities”) that have joined together to facilitate the review of, and response to, natural gas issues affecting rates charged in the Atmos Mid-Tex service area; and WHEREAS, ACSC and the Company worked collaboratively to develop a new Rate Review Mechanism (“RRM”) tariff that allows for an expedited rate review process by ACSC Cities as a substitute to the Gas Reliability Infrastructure Program (“GRIP”) process instituted by the Legislature, and that will establish rates for the ACSC Cities based on the system-wide cost of serving the Atmos Mid-Tex Division; and WHEREAS, the current RRM tariff was adopted by the City in a rate ordinance in 2018; and WHEREAS, on about April 1, 2019, Atmos Mid-Tex filed its 2019 RRM rate request with ACSC Cities based on a test year ending December 31, 2018; and WHEREAS, ACSC coordinated its review of the Atmos Mid-Tex 2019 RRM filing through its Executive Committee, assisted by ACSC’s attorneys and consultants, to resolve issues identified in the Company’s RRM filing; and Exhibit A Rate Tariffs Effective October 1,2019 MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:R -RESIDENTIAL SALES APPLICABLE TO:ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE:Bills Rendered on or after 10/01/2019 PAGE: Application Applicable to Residential Customers for all natural gas provided at one Point of Delivery and measured through one meter. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery,additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $19.55 per month Rider CEE Surcharge $ 0.05 per month' Total Customer Charge $19.60 per month Commodity Charge - AllCcf $0.17423 per Ccf Gas Cost Recovery:Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a)and Part (b),respectively,of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment:Plus an amount for tax calculated in accordance with Rider TAX. Surcharges:Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company's Tariff for Gas Service. 'Reference Rider CEE -Conservation and Energy Efficiency as approved in GUD 10170.Surcharge billingeffective July 1, 2019. MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:C -COMMERCIAL SALES APPLICABLE TO:ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE:Bills Rendered on or after 10/01/2019 PAGE: Application Applicable to Commercial Customers for all natural gas provided at one Point of Delivery and measured through one meter and to Industrial Customers with an average annual usage of less than 30,000 Ccf. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $46.50 per month Rider CEE Surcharge $0.02 permonth^ Total Customer Charge $46.52 per month Commodity Charge -All Ccf $0.09924 per Ccf Gas Cost Recovery;Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a)and Part (b),respectively,of Rider GCR. Weather Normalization Adjustment:Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment:Plus an amount for franchise fees calculated in accordance with Rider FF,Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment:Plus an amount for tax calculated in accordance with Rider TAX. Surcharges:Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company's Tariff for Gas Service. 'Reference Rider CEE -Conservation and Energy Efficiency as approved in GUD 10170.Surcliarge billingeffective July 1,2019. MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:1 -INDUSTRIAL SALES APPLICABLE TO:ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE:Bills Rendered on or after 10/01/2019 PAGE: Application Applicable to Industrial Custonners with a maximum daily usage (MDU)of less than 3,500 MMBtu per day for all natural gas provided at one Point of Delivery and measured through one meter.Service for Industrial Customers with an MDU equal to or greater than 3,500 MMBtu per day will be provided at Company's sole option and will require special contract arrangements between Company and Customer. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and MMBtu charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Meter $845.50 per month First 0 MMBtu to 1,500 MMBtu $0.3572 per MMBtu Next 3,500 MMBtu $0.2616 per MMBtu All MMBtu over 5,000 MMBtu $0.0561 per MMBtu Gas Cost Recovery:Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a)and Part (b),respectively,of Rider GCR. Franchise Fee Adjustment:Plus an amount for franchise fees calculated in accordance with Rider FF.Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment:Plus an amount for tax calculated in accordance with Rider TAX. Surcharges:Plus an amount for surcharges calculated in accordance with the applicable rider(s). Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer's deliveries. Customer will, for each MMBtu delivered in excess of the stated level of curtailment or internjption,pay Company 200%of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled "Daily Price Survey." Replacement Index In the event the "midpoint" or "common" price for the Katy point listed in Platts Gas Daily in the table entitled "Daily Price Survey"is no longer published,Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:1 -INDUSTRIAL SALES APPLICABLE TO:ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE:Bills Rendered on or after 10/01/2019 PAGE: Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company's Tarifffor Gas Service. Special Conditions In order to receive service under Rate I,Customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:T-TRANSPORTATION APPLICABLE TO:ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE:Bills Rendered on or after 10/01/2019 PAGE: Application Applicable,in the event that Company has entered into a Transportation Agreement,to a customer directly connected to the Atmos Energy Corp.,Mid-Tex Division Distribution System (Customer)for the transportation of all natural gas supplied by Customer or Customer's agent at one Point of Delivery for use in Customer's facility. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery,additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's bill will be calculated by adding the following Customer and MMBtu charges to the amounts and quantities due under the riders listed below: Charge Amount Customer Charge per Meter $845.50 per month First 0 MMBtu to 1,500 MMBtu $0.3572 per MMBtu Next 3,500 MMBtu $0.2616 per MMBtu All MMBtu over 5,000 MMBtu $0.0561 per MMBtu Upstream Transportation Cost Recovery:Plus an amount for upstream transportation costs in accordance with Part (b) of Rider GCR. Retention Adjustment:Plus a quantity of gas as calculated in accordance with Rider RA. Franchise Fee Adjustment:Plus an amount for franchise fees calculated in accordance with Rider FF.Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment:Plus an amount for tax calculated in accordance with Rider TAX. Surcharges:Plus an amount for surcharges calculated in accordance with the applicable rider(s). Imbalance Fees All fees charged to Customer under this Rate Schedule will be charged based on the quantities determined under the applicable Transportation Agreement and quantities will not be aggregated for any Customer with multiple Transportation Agreements for the purposes of such fees. Monthly Imbalance Fees Customer shall pay Company the greater of (i)$0.10 per MMBtu,or (ii)150%of the difference per MMBtu between the highest and lowest "midpoint" price for the Katy point listed in Platts Gas Daily in the table entitled "Daily Price Survey" during such month, for the MMBtu of Customer's monthly Cumulative Imbalance,as defined in the applicable Transportation Agreement,at the end of each month that exceeds 10%of Customer's receipt quantities for the month. MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE:T -TRANSPORTATION APPLICABLE TO:ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE:Bills Rendered on or after 10/01/2019 PAGE: Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer's deliveries, Customer will, for each MMBtu delivered in excess of the stated level of curtailment or Interruption,pay Company 200%of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled "Daily Price Survey." Replacement Index In the event the "midpoint" or "common" price for the Katy point listed in Platts Gas Dally in the table entitled "Daily Price Survey"is no longer published,Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable Index. Agreement A transportation agreement is required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company's Tariff for Gas Service. Special Conditions In order to receive service under Rate T,customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER:WNA-WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO:ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE:Bills Rendered on or after 11/01/2019 PAGE: Provisions for Adjustment The Commodity Charge per Ccf (100 cubic feet) for gas service set forth in any Rate Schedules utilized by the cities of the Mid-Tex Division service area for determining normalized winter period revenues shall be adjusted by an amount hereinafter described,which amount is referred to as the "Weather Normalization Adjustment."The Weather Normalization Adjustment shall apply to all temperature sensitive residential and commercial bills based on meters read during the revenue months of November through April.The five regional weather stations are Abilene,Austin,Dallas,Waco,and Wichita Falls. Computation of Weather Normalization Adjustment The Weather Normalization Adjustment Factor shall be computed to the nearest one-hundredth cent per Ccf by the following fomiula: WNAF Where WNAF1 Ri = HSFj = NDD = ADD Bli Ri (HSFj (NDD-ADD)) (BLj (HSFj X ADD)) any particular Rate Schedule or billing classification within any such particular Rate Schedule that contains more than one billing classification Weather Normalization Adjustment Factor for the i*'^rate schedule or classification expressed in cents per Ccf Commodity Charge rate oftemperature sensitive sales for the i^l^schedule or classification. heat sensitive factor for the i^^schedule or classification divided by the average bill count in that class billingcycle normal heating degree days calculated as the simple ten-year average of actual heating degree days. billing cycle actual heating degree days. base load sales for the i^*^schedule or classification divided by the average bill count in that class The Weather Normalization Adjustment for the jth customer in ith rate schedule is computed as: WNAi = WNAFi x qij Where qy is the relevant sales quantity for the jth customer in ith rate schedule. MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER:WNA -WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO:ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE:Bills Rendered on or after 11/01/2019 PAGE: Base Use/Heat Use Factors Residential Commercial Weather Station Abilene Base use Ccf 9.77 Heat use Ccf/HDD 0.1487 Base use Ccf 88.49 Heat use Ccf/HDD 0.7036 Austin 9.04 0.1537 201.48 1.0000 Dallas 13.07 0.2202 184.64 1.1385 Waco 8.77 0.1470 135.70 0.7744 Wichita Falls 11.40 0.1468 117.90 0.5943 Weather Normalization Adiustment (WNA)Report On or before June 1 of each year,the company posts on its website at atmosenergy.com/mtx-wna,in Excel format, a Weather Normalization Adjustment (WNA)Report to show how the company calculated its WNAs factor during the preceding winter season.Additionally, on or before June 1 of each year, the company files one hard copy and an Excel version of the WNA Report with the Railroad Commission of Texas'Gas Services Division,addressed to the Director of thatDivision. Exhibit B 2019 Benchmark for Pensions and Retiree Medical Benefits ATMOS ENERGY CORP.,MID-TEX DIVISION PENSIONS AND RETIREE MEDICAL BENEFITS FOR CITIES APPROVAL TEST YEAR ENDING DECEMBER 31,2018 Shared Services Mid-Tex Direct Post-Supplemental Post- Line Pension Employment Pension Executive Benefit Employment Adjustment No.Description Account Plan Benefit Plan Account Plan Plan Benefit Plan Total 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 (a)(b)(c)(d)(e)(f) Proposed Benefits Benchmark - Fiscal Year 2019 Willis Towers Watson Report as adjusted (1) (2) (3)$2.744.088 $2,267.927 $4,724,119 $193,211 $2,621,842 Allocation to Mid-Tex 43.48%43.48%73.88%100.00%73.88% Proposed Benefits Benchmark Costs Allocated to Mid-Tex (Ln 1 x Ln2) $1,193,029 $ 100.00% 986,012 $3,490,241 $193,211 $1,937,051 100.00%100.00%100.00% 100.00% (g) O&M and Capital Allocation Factor Proposed Benefits Benchmark Costs to Approve (Ln 3 x Ln 4) (3)$1,193,029 $986,012 $3,490,241 $193,211 $1,937,051 $7,799,544 Summary of Costs to Approve (1): O&M Expense Factor (WP_F-2.3, Ln2) Total Pension Account Plan Total Post-Employment Benefit Plan Total Supplemental Executive Benefit Plan Total (Ln 13 + Ln 14 + Ln 15)$ 81.35% 970,514 970,514 $ 81.35%38.28%16.24% $1,336,038 802,108 $31,377 802,108 $1,336,038 $31,377 $ Notes; 1.Studies not applicable to Mid-Tex or Shared Services are omitted. 2.The Company is requesting that the benchmark amount approved by the RRM Cities for future periods include only the expense amount. The amount attributable to capital would continue to be recorded to utility plant through the overhead process as described in the CAM. 3.SSU amounts exclude cost centers which do not allocate to Mid-Tex for rate making purposes. 38.28% 741,489 2,306,553 1,543,597 31,377 741,489 $3,881,527 Exhibit C 2019 Amortization Schedule for Regulatory Liability Line No. ATMOS ENERGY CORP.,MID-TEX DIVISION RATE BASE ADJUSTMENTS TEST YEAR ENDING DECEMBER 31,2018 AMORTIZATION OF REGULATORY LIABILITY Year Ended Dec.31 Beginning of Year Rate Base Adjustment Amount (1) Annual Amortization (2) End of Year Rate Base Adjustment Amount (a)(b)(c)(d) 1 2018 $290,043,948 $-290,043,948 2 2019 290,043,948 12,085,165 277,958,784 3 2020 277,958,784 12,085,165 265.873,619 4 2021 265,873,619 12,085,165 253,788,455 5 2022 253,788,455 12,085,165 241,703,290 6 2023 241,703,290 12,085,165 229,618,126 7 2024 229,618,126 12,085,165 217,532,961 8 2025 217,532,961 12,085,165 205,447,797 9 2026 205,447,797 12,085,165 193,362,632 10 2027 193,362,632 12,085,165 181,277,468 11 2028 181,277,468 12,085,165 169,192,303 12 2029 169,192,303 12,085,165 157,107,139 13 2030 157,107,139 12,085,165 145,021,974 14 2031 145,021,974 12,085,165 132,936.810 15 2032 132,936,810 12,085,165 120.851,645 16 2033 120,851,645 12,085,165 108.766.481 17 2034 108,766,481 12,085,165 96.681.316 18 2035 96,681,316 12,085,165 84.596.152 19 2036 84,596,152 12,085,165 72.510.987 20 2037 72,510.987 12,085,165 60.425,823 21 2038 60,425,823 12,085,165 48,340,658 22 2039 48,340,658 12,085,165 36.255,494 23 2040 36,255,494 12,085,165 24,170,329 24 2041 24,170,329 12,085,165 12,085,165 25 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 2042 12,085,165 Revenue Related Tax Factor Revenue Related Taxes on Annual Amortization (see WP_B-6.3) Related Taxes (see WP_B-6.3) $ 12,085,165 (0) 6.71%SeeWP_F-5.1 Amortization *Tax 810,653 Factor $12,905,421 Amortization +Taxes Notes: 1.The beginning 2018 balance is the September,2018 balance.The regulatory liabilityfor excess deferred taxes is an estimate.This estimate will be finalized when the Company files its federal tax return in July,2019.To the extent that this estimate changes with the filing of the Company's tax return, the Company will 'true-up'the amount in the 2020 RRM filing. 2.The annual amortization of a 24 year recovery period is based on the Reverse South Georgia Method. 3.The Regulatory Liability is recorded to FERC Account 253,Sub Account 27909. Atmos Rate Increase Mario Canizares, Deputy City Manager September 10, 2019 Background •Denton is a member of the Atmos Cities Steering Committee •ACSC is a 170-member coalition of cities •Represents over 1,000,000 customers •Atmos has over 20,000 accounts in the City of Denton RRM Process •Rate Review Mechanism (RRM) •Allows ACSC cities to review and validate costs, recover expenses, and avoid litigation over rates •Has generated significant cost savings for ACSC cities. Atmos 2019 RRM Filing •$70.0M –Atmos Original Request (system-wide) •$54.0M –RRM Reduction (System-wide) •$35.4M –Increase to ACSC members after review/negotiation Negotiated Settlement •Impact to ACSC members: $35.4M •Average Customer Impact (Avg. Monthly Bill) •Residential:$2.05 (3.70%) increase •Commercial:$6.18 (2.31%) increase Ordinance •Approves the negotiated settlement and new rates •If denied, the city would be responsible for appealing the rate increase directly to the Texas Railroad Commission. August 20, 2019 FREQUENTLY ASKED QUESTIONS REGARDING ACSC HISTORY AND THE RRM RATEMAKING PROCESS What is the role of Cities in ratemaking? Cities have historically exercised original jurisdiction over the level of gas rates charged within their boundaries. Generally, gas distribution utilities have filed rate cases at the City level and have only gone to the Railroad Commission of Texas (“RCT” or “Commission”) with an appeal of City action or when they could not reach a settlement with Cities. If a utility and Cities reach an agreement, the utility may then file a case at the RCT to implement the same rates approved by Cities in areas outside municipal boundaries. Once a case is at the RCT, the Commission Staff generally expects Cities to intervene and do most of the discovery, cross-examination, briefing, and sponsor opposing witnesses. There is no consumer advocate at the RCT. If Cities do not participate in hearings at the RCT, the request of a regulated utility is likely to be rubber-stamped. How and why was the Atmos Cities Steering Committee created? The Atmos pipeline and distribution systems were built, owned , and operated by Lone Star Gas (“LSG”), which maintained over 200 rate jurisdictions until it sold its assets to Texas Utilities (“TXU”) in the late 1990’s. That meant that many Cities had their own unique distribution rates and that individual Cities had to process rate cases at the local level. LSG-Pipeline served all 200-plus distribution systems, and pipeline rates were set by the RCT. From the early 1980’s through the late 1990’s, LSG filed no pipeline or system-wide rate cases at the RCT. When LSG was finally brought before the RCT to show cause why its rates should not be reduced, approximately 80 Cities intervened and created an ad hoc group known as the Steering Committee of Cities Served by Lone Star. In Gas Utilities Division (“GUD”) docket number 8664, three separate groups of Cities and a number of independent Cities (jointly the “Aligned Cities”) participated and coordinated their efforts to oppose the rate increase. TXU purchased the LSG assets in the late 1990’s and immediately commenced consolidating 200-plus ratemaking jurisdictions into regions. As regional cases were filed, Cities within each region created an ad hoc committee to form a common strategy and negotiating position . Once TXU had aggregated the Cities into five or six jurisdictions, each with a different rate, T exas Utilities Gas Company filed a system-wide case to bring all of the old LSG territory under one common rate. The different City regional committees then united and formed the Allied Coalition of Cities (“ACC”). While the gas utility assets were owned and controlled by TXU, the coalition transformed itself from an ad hoc group that came together only in response to rate filings by the utility into a permanent standing coalition. In Gas Utilities Docket (“GUD”) No. 9400 in 2004, TXU’s request for a $61.6 million system- wide increase was aggressively opposed by ACC. Cities achieved disallowances of $42.9 million of a regulatory asset and $87.8 million of capitalized gas utility plant. The company received only a $2.01 million increase. Unhappy with that result, TXU decided that owning a gas system was neither as fun nor as profitable as the deregulated electric system, and they sold the system to Atmos Energy Corporation (“Atmos” or “Company”). ACC was then transformed into the Steering Committee of 2557/28/7898547 2 Cities Served by Atmos and then renamed Atmos Cities Steering Committee to obtain an e asy to remember acronym, “ACSC.” What is the Atmos Cities Steering Committee? ACSC is a coalition of 170 Cities that unite in common purpose to address gas utility rate and franchise issues related to Atmos Energy Corporation. Its objectives are to: (1) ensure tha t gas utility rates charged to Cities and their residents are fair and reasonable; (2) maintain reasonable franchise fee revenues for Cities; (3) protect Cities’ original jurisdiction over rates and services; (4) be a voice for consumers where no state agency assumes such a role; and (5) promote sound ratemaking policies in the public interest. Cities join the permanent standing committee by passing a resolution and agreeing to support the work of ACSC through modest occasional per capita assessments that support ongoing administrative and legislative a dvocacy and all expenses where Cities are not entitled to reimbursement. Each member City designates a representative to ACSC. Member representatives may volunteer to serve on the ACSC Executive Committee. The Executive Committee sets policy, hires legal counsel and consultants, directs litigation, establishes a legislative agenda, sets assessments on members as needed, and meets quarterly with Atmos executives. The Settlement Committee is directly involved in negotiating resolution of contested matters with Atmos executives. The list of current members is attached. What is the benefit of membership in ACSC? One hundred seventy Cities speaking as one voice is much more effective in advocacy before the Railroad Commission and legislature than any one City or multiple small groups of Cities. The legislature has given gas utilities a right to an annual increase in rates. Resources (both financial and human) of individual Cities are conserved by membership in ACSC. Additionally, membership enhances institutional memory of ratemaking issues, public policy debate s, and right-of- way and franchise fee battles. What has ACSC accomplished? Going into the 82nd Legislative Session, in December 2010, ACSC released a 48-page report, “Natural Gas Consumers and the Texas Railroad Commission.” More than 200 television, newspaper and radio news sites posted information on, and a link to, the report that may be found on ACSC’s website, TexasGasConsumers.org. ACSC has also been instrumental in ongoing Sunset Commission reviews of the RCT. The agency has undergone three Sunset reviews since 2010, and in each case ACSC has maintained a watchful eye on the process to ensure that provisions that could harm the interest of gas utility ratepayers are excluded from the legislation. ACSC representatives also visited on several occasio ns with the Sunset Commission Staff, and several ACSC recommendations for reform were included in Sunset Commission Reports on the agency. Several ACSC member representatives testified before the legislature regarding the Sunset review of the Railroad Com mission. 2557/28/7898547 3 During the 2011 legislative session, lobbying efforts by ACSC were critical in killing two gas utility bills that would have undermined traditional regulation, deprived Cities of certain rights, and led to even greater rate increases. ACSC has also resolved a major issue involving franchise fees. In 2010, Atmos unilaterally, without notice, ceased inclusion of franchise fees in the calculations of gross receipts regardless of whether specific franchises included such payments. Several Cities were willing to pursue the matter through litigation. However, counsel for ACSC was able to negotiate a resolution that allowed each member City to determine whether it desired an increase in franchise fee payments based on inclusion of franchise fees in the calculation of gross receipts. If a City opted for inclusion of fee-on-fee revenues, it had the further option of retroactive payments back to the point in time that Atmos decided to curtail fee-on-fee payments. Each member had these options regardless of the wording of the then- valid franchise agreement. This resolution spared significant litigation costs and anxiety and was only possible because of the clout of the ACSC membership. One of the most significant accomplishments of ACSC occurred in 2007 via a settlement of the then-pending, system-wide rate case. Approximately 50 ACSC City representatives showed up in Arlington for a meeting with Atmos executives who were shocked at the vocal opposition to Atmos ’ practices, the unfairness of annual Gas Reliability Infrastructure Program (“GRIP”) rate filings that precluded City and citizen review, and the Company’s lack of coordination with Cities. That meeting led to the creation of the Rate Review Mechanism (“RRM”) process and improved ongoing communications between the Company and ACSC. In 2010, these improved communications between ACSC and the Company led to a workable solution to the need to replace steel service lines in a manner that accommodated Cities’ needs to control their rights-of-way, while moderating the rate impact and focusing first on the riskiest service lines based on leak repair histories. This compromise pr ecluded a more onerous (from a City and consumer perspective) program threatened by the RCT. What is an RRM case? The concept of an RRM proceeding emerged as a three-year experimental substitute for GRIP cases as part of the settlement of Atmos Mid -Tex’s 2007 system-wide rate case. In 2003, the Texas Legislature added Section 104.301, Interim Adjustment for Changes in Investment, to the Gas Utility Regulatory Act. While not identified as such in the law, § 104.301 was referred to as the Gas Reliability Infrastructure Program or GRIP. The GRIP adjustments allowed gas companies to recover changes to invested capital without a review of whether increased revenues or declining expenses offset the invested capital costs. Both Atmos Pipeline and Atmos Mid -Tex filed GRIP cases as soon as the RCT adopted rules to implement the interim adjustments. As explained below, it quickly became apparent that the GRIP adjustments were terrible public policy. As an alternative to GRIP, ACSC entered into a negotiated agreement with Atmos in 2007 to establish the RRM process. Unlike GRIP, the RRM provided for an annual review of all portions of Mid-Tex’s cost of service. It fixed an authorized rate of return on equity for the three -year period at 9.6% (which was less than what the RCT would have authorized) and set caps on the extent to which expenses or investments could increase from one year to the next. More importantly, it allowed Cities to make a comprehensive evaluation of all aspects of the utility’s business—investment, operation and maintenance expenses, and revenues—unlike GRIP that only allows consideration of changes to invested capital. 2557/28/7898547 4 Why is RRM superior to GRIP? GRIP cases guarantee a one-sided, rubber-stamp approval of the utility’s rate request. ACSC attempted to participate in the first two GRIP proceedings filed by both Atmos Pipeline and Atmos Mid-Tex at the RCT. Not only were Cities’ motions to intervene denied, but also, ACSC’s comments were ignored. At the City level, ACSC consultants determined that Atmos was not only including items such as artwork, chairs, computers, and meals in interim rate adjustments that were alle gedly intended to promote pipeline safety, but the Company was also over-earning its previously authorized rate of return. ACSC attacked the Commission’s rule in court because it denied City participation, denied a hearing on a contested matter, and denied Cities’ recovery of any expenses associated with resisting GRIP rate increases. The courts were not helpful to Cities. In 2011, the Texas Supreme Court upheld the Commission’s rule implementing the GRIP statute. Cities have contended that the GRIP process is terrible public policy since it authorizes what would, from the perspective of a history of public interest regulation, be regarded as unlawful— piecemeal ratemaking. GRIP allows rates to increase if the utility’s invested capital net of depreci ation increases year-over-year. An increase in rates is mandated under GRIP if investment increases, even if increasing revenues and declining expenses more than offset the costs associated with increased investment. The RRM process negotiated by ACSC solves the piecemeal ratemaking problem by providing for a comprehensive review of Atmos’ expenses and revenues. Furthermore, the RRM process benefitted ACSC by: (1) allowing Cities’ participation that would be denied under GRIP; (2) allowing Cities to recover, at utility shareholders’ expense, all their ratemaking costs; and (3) avoiding both litigation and RCT jurisdiction. The legislature has functionally authorized annual increases in gas utility rates through the GRIP process. Since consumers are otherwise stuck with annual rate increases, it is better to have Cities participate in the comprehensive RRM process than be unable to participate in a piecemeal process. What has been the history of the RRM efforts? A total of eleven RRM filings have been made by the Company. These filings all resulted in settlements at the City level, except for the 2014 filing, which the ACSC Cities denied. The Company appealed the denial to the RCT, and ACSC was ultimately able to settle that proceeding before it reached the stage of a final RCT order. The results of these filings from a system-wide perspective are as follows (continued on next page): RRM Filing Year Atmos Request ACSC Settlement #1 2008 $33.5 million $20 million #2 2009 $20.2 million $2.6 million #3 2010 $70.2 million $27 million #4 2011 $15.7 million $6.6 million #5 2013 $22.7 million $16.6 million #6 #7 #8 #9 2014 2015 2016 2017 $45.7 million $28.8 million $35.4 million 57.4 million $43.8 million $22.8 million $29.6 million $48 million 2557/28/7898547 5 RRM Filing #10 #11 Year 2018 2019 Atmos Request $27.4 million $54 million ACSC Settlement $24.9 million $35.4 million Unable to reach agreement to perpetuate the original RRM terms, Atmos filed a traditional rate case with Cities in 2012 (GUD No. 10170), which was then appealed to the Railroad Commission. A final order in that case was entered in December 2012. The ratemaking decisions of the Commission then became the basis of renewal negotiations on the RRM process. The renewed RRM included some modifications that enhanced the original RRM process. Among these modifications were: • A limit on the percentage of increase to be included in the monthly customer charge; • A prohibition against capital post-test year adjustments; • A time limit for known and measurable adjustments to operating and maintenance expenses; • A guaranteed reduction in the Company’s requested increase of at least $3 million annually; and • A limitation on the amount of equity in the Company’s capital structure. Changes to the RRM process As noted in a communication to ACSC in May 2017, the rate of return on equity (“ROE”) embedded in the RRM process between 2013 and 2017 of 10.5% is excessive by at least 100 basis points, based upon a reasonable rate of return that reflects the market conditions in which the Company, and its parent Atmos Energy, operates. Because this ROE cannot be altered except by (1) changing the terms of the RRM tariff, or (2) a Commission order coming out of a new rate case, ACSC informed the Company that the 2017 RRM will be the last filing by the Company under the current tariff. Atmos agreed to renegotiate the terms and conditions of a revised RRM tariff in 2017. In February and March 2018, ACSC adopted a new RRM tariff ordinance that implemented new procedures and criteria for the RRM process. The revised RRM tariff reduced the allowed ROE from 10.5% to 9.8% and captured the reduced federal income tax rate of 21%. The new tariff expanded Cities’ review period from three months to five months. It also required Atmos Mid -Tex to accept ACSC’s position regarding incentive compensation related to Atmos’ Shared Services Unit. The 2019 RRM filing is the second under the new tariff. When must Cities approve new rates? ACSC’s Tariff Ordinance adopted around March 2018 declares that new rates become effective October 1st of each year. While it is preferable that ordinances or resolutions adopting new tariffs are passed before the end of September, there is no adverse consequence if final action cannot take place until sometime in October. The only thing that will frustrate new rates becoming e ffective on October 1, 2019 is City action that specifically denies the increase. 2557/28/7898547 6 What would happen if a City Council denies the RRM rate increase? Atmos would either appeal the denial to the Railroad Commission or initiate imposition of GRIP rates or both. Rates for residents of that City would be higher than rates of other ACSC member residents. Rate case expenses (both the City and Company) associated with litigation at the Railroad Commission would likely be surcharged back to the City that denied the increase. If you have other questions please contact me at (512) 322-5875 and/or gmg@lglawfirm.com, or Georgia Crump at (512) 322-5832 and/or gcrump@lglawfirm.com. Geoffrey Gay ACSC, General Counsel City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2080,Version:1 AGENDA CAPTION Consider approval of the minutes of August 17 and August 20, 2019. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ CITY OF DENTON CITY COUNCIL MINUTES August 17, 2019 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Planning Session (Retreat) on Saturday, August 17, 2019, at 9:00 a.m. in the Board of Regents Conference Room, 16th Floor, Texas Woman’s University, 304 Administration Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman, City Attorney Aaron Leal, Deputy City Manager Mario Canizares, Assistant City Manager Sara Hensley, Chief Financial Officer Antonio Puentes, Chief of Staff Rachel Wood Facilitators from Accenture SOW were Steve Struthers and Chris Newport. 1. ITEM(S) FOR DISCUSSION A. ID19-1830 Hold a retreat discussion facilitated by Accenture SOW and give direction and priorities concerning the following: City services and infrastructure; streets; parks; finances, budget; planning; zoning and development; environmental issues; human resources; technology; public utilities, taxes; engineering; economic development; code enforcement; city facilities; transportation; purchasing; management; intergovernmental relations; boards, commissions and committees; meetings; agenda development; City Council dynamics; City Council communication with staff and the public; specific goals for the upcoming fiscal year; and without limitation, any and all operations of the City of Denton city government. The following goals for the session were covered: 1. Review of progress city/council has made on last year’s priorities; 2. Set objectives for next year; and 3. Set a shared guidelines/processes on how to engage better as a Council and Council/staff. Proposed agenda/principles to guide the day’s proceedings were detailed. No formal decisions were made, although a consensus to determine the level of support on the issues being discussed were undertaken. Formal action could possibly be set for the August 27th meeting on those areas resulting from the day’s discussions. Retreat Principles were noted that would assist in focusing on the issues at hand as well as make the session successful and accomplish the goals outlined at the onset of the meeting. City Council Minutes August 17, 2019 Page 2 Importance of having council members focus on the bigger picture versus being down in the weeds was noted. Although not to say that should not happen. Concern is that members could begin losing support as a governing body even if votes at an election are not actually lost. Results of discussions with members and staff brought about the following: • All have strong commitment to getting things done, but lengthy discussions at meetings. • Responsiveness from staff, but now ever-increasing requests which affects staff resources. • Success in social media, but public interacting more with members than city staff and perceived as a loss of confidence of staff. • Results-focused on priorities, but agenda items being requested are not focusing on this. • Value in pre-meetings, but the frequency, variety and short turnaround required, increases staff pressure and questions if responses are reviewed in advance of meetings. Report on the inventory of “Pain Points” which covers issues identified where a process is needed to be more effective included: o Number/Length of meetings (Council and Community) o Council Meetings: Results of comparison show Denton relative to the average is exceptional. Legal prepared spreadsheet. Going to survey cities’ online videos and time spent for work session and when an item is presented and by when it is concluded. ▪ Time reduction options for meetings: 1. Time on Concluding Items. 2. Work Sessions questions that come day of that cannot be answered (done on the fly), staff can defer the presentation. 3. For work sessions, if speaking for/against the item, trigger a time limit, which will be determined at a later time. 4. Before, speaking 2nd time, everyone else would have had to have their first opportunity to speak. 5. Follow Robert’s Rules on motion, second then discussion for action items. 6. If question on the fly during presentation, allow staff the ability to not speculate and get answer later. o Community Meetings: Compared total meetings to average public attendance, hours. Lack of good public attendance. ▪ KEY POINTS: There is nothing that could be directly discussed/determined at this time to address how to reduce the length of meeting time as there is not sufficient time to provide for obtaining specificity or consensus to address the issue. Quality to total volume is the key. City Council Minutes August 17, 2019 Page 3 o Volume/Expectations on member information requests o Report was detailed by City Manager Hileman, with some not being used for agenda related items. Staff time could have been spent on other issues. o Types of Council Requests identified to fit in the following categories: ▪ Passing along constituent service request ▪ Seeking clarification ▪ Requesting policy-related research o Components of Requests to be identified when submitting: ▪ Purpose/Type of Request ▪ Specific question (asked)/action expected ▪ Timeliness of expected response o Post-Request Considerations: ▪ Ability/Expectation of staff going back to requestor 1. Clarify “clean up” language 2. In-person is OK ▪ Tracking of request status ▪ Visibility to other members ▪ Management discretion on how to route/handle request 1. Decide whether/how to escalate to full Council o Consideration of liability to City. ▪ Council as a group needs to give direction to the city manager and not a single member. o Consideration of liability to City. o Trust management judgement on time to complete. o Ability of city manager to elevate even without majority. o Council Request Process Options were detailed, which would be affected by the Concluding Item Process. ▪ Staff will inventory. ▪ Some threshold that if it exceeds a certain amount of time, it goes to a pool and taken to Council as a work session item. ▪ KEY POINTS: Clear distinction on the types of components/types of requests being made Seeking factual clarification. Some commonly held expectation that a member would be required to send to staff clarifying what is being requested. Identify timeframe/timeline for response. Staff can return to council member in some form to seek clarification on what is being requested. Some means of tracking for staff accountability. ▪ Method of removing items from the list. Consideration of Liability to City. City Council Minutes August 17, 2019 Page 4 Trust the city manager’s judgement on the time it will take. Ability of city manager to elevate even without majority. Ability of a member to get information even if not the will of a majority. If policy-related request, not done unless a majority of Council makes that determination. A formal recap was provided on the areas outlined above in this category that provided a draft proposal on the Council Request Update. Requests are to be in writing; staff will develop a form, but its use is strictly optional. Consensus reached. On the 4th Tuesday meeting, the Work Session agenda will be properly captioned to provide for Council to act on requests for items on the agenda, which will ensure compliance with TOMA. Member submits request ahead of time and then member would receive one (1) minute “pitch” with one (1) minute for debate, with no more than 7 minutes. Need to set a mechanism by which items on the list/inventory can/will be removed: (a) Member can take his/her own item(s) off; and (b) full Council action to remove. Council to receive the Request report for each to mark those items that can be deleted beginning next week. Self-regulation is the key to ensuring meeting time doesn’t extend. Time/clock mechanism and compliance by all. All should be actively listening/be present. Set limit per member/per meeting. One request per member per week. Final process to be considered for adoption at an upcoming meeting. o City Council Priorities City Manager Hileman provided an overview of the progress on the 2019 Council Priorities. Next steps are adoption of the 2019-2020 Priorities on August 27th, development of online dashboard to track and report progress on Council priorities; and use of Council priorities as foundation for budget development. o Improvement on how agendas get set. o Meeting/Behavior at meetings could be better. o What is trying to get accomplished at Work Sessions? o What is the degree/purpose of Council Committees? o Opportunities/Process for community/stakeholder input. o Expectations from a member on constituent service request. Members and staff were given the opportunity to identify up to 15 strategic priorities from either the existing list or establishing new. Those identified/classified for discussion purposes were as follows: o Mobility ▪ Complete revision of mobility plan ▪ Enhance public transit ▪ Master Plan around the City of Denton City Council Minutes August 17, 2019 Page 5 ▪ Investment in Capital Street Fund ▪ Traffic control improvements ▪ Enhance pedestrian/bicycling strategy/improvements ▪ Two-way streets o Youth Sports Complex ▪ Move forward on 10-minute walk goal ▪ Complete cost of service for parks program ▪ Parks Department year-round child care and Parents Day Out Program ▪ Develop plans for multi-use center o Downtown ▪ Public space for organization expanded downtown ▪ Completing downtown plan ▪ Solid Waste Valet Service o Health ▪ Food deserts ▪ City Wide food waste plan o Environment ▪ Drainage improvements ▪ Updating sustainable Denton Plan ▪ Aggressive environmental incentives ▪ Register Denton landmark trees ▪ Commercial recycling ▪ Develop municipal Zero Waste Policy and then city wide ▪ Going natural organic in all departments (chemical sprays) ▪ Enhance Environmental Sensitive areas o Economic Development ▪ Finalize comprehensive ED plan ▪ ED plan via tax incentives (funding strategy) ▪ Target industries ▪ Address upcoming annexation/strategy issues o Safety ▪ Fire Station Location Study (Station #9) ▪ Staffing assessment ▪ Citizen committee on police issues (create) o Homelessness ▪ Address day time shelter gap ▪ Change ordinances to decriminalize homelessness ▪ Strengthen county wide efforts to support o Housing Development/Land Use ▪ Revise comp plan ▪ Housing instability of tenants ▪ Affordable housing strategy ▪ Address historic preservation issues City Council Minutes August 17, 2019 Page 6 ▪ Design Hillwood Development (Hunter Cole Ranch) ▪ Incentivize industrial relocation ▪ Implement minor updates to Development Code ▪ Increase homestead exemption o Municipal Utilities ▪ Complete management plan (water/wastewater) ▪ Revise utilities billing practices o Finances ▪ Focus on public/private non-public funding mechanisms ▪ Loss of franchise fees o Bond Programs ▪ Close out old bond programs o Facilities ▪ City Hall West renovation ▪ New Development Services offices ▪ Finish various plans in place ▪ Organize customer service ▪ Complete template for facilities management o Other ▪ Finalize information requests by Council ▪ Budget performance/measures ▪ KEY POINTS: Of those areas identified above, council members were asked to rank the items as to their preference. As a result, the following were the ranking results: Priority Area Votes Received Affordable Housing Strategy 5 City Hall West 5 Complete Revision of Mobility Plan 5 Update Sustainable Denton Plan 5 Countywide Strategy 3 Hunter Cole Ranch 3 Public Private Partnerships 3 Address Food Deserts 2 Complete Downtown Master Plan 2 Finalize Completion of Economic Development Plan 2 Fire Station Location Study 2 Funding Strategy for Economic Development 2 Invest in Street Replacement 2 Plan for Multi-Use Event Center 2 City Council Minutes August 17, 2019 Page 7 Priority Area Votes Received Youth Sports Complex 2 Advance 10-Minute Walk Goal 1 Citizens Committee on Police 1 Commercial Recycling Plan 1 Eliminate Ordinances that Criminalize Homelessness 1 New Development Services Office Space 1 Replace Franchise Fees 1 Revise Billing Practices 1 Shelter Strategy 1 Update Denton 2030 Plan 1 Year-Round Parks Parents' Night Out/Childcare Services 1 Zero Waste Plan 1 Align Council Priorities with Budget 0 Complete 2021/2014 Bond Program 0 Complete Cost of Service for Parks 0 Develop Citywide Food Waste Plan 0 DME Management Plan 0 Enhanced Cycling/Pedestrian Access 0 Green Infrastructure Strategy 0 Historic Preservation 0 Housing Plan 0 Industrial Relocation 0 Move to Use of Natural/Organic Products Citywide 0 Organization Wide Customer Service 0 Public Space Enhancement 0 Register Landmark Trees 0 Solid Waste Valet for Downtown 0 Staff Assessment 0 Strengthen ESA Protections 0 Template for Facilities Management 0 Traffic Control Improvements 0 Update to Annexation 0 Council Process for Information Requests 0 Total Votes 56 City Council would have the opportunity to determine what the 2019-2020 Priorities are to be at a future meeting. City Council Minutes August 17, 2019 Page 8 Council members and staff were asked to complete the following questions: o For me the day has been: ➢ Helpful ➢ Encouraging ➢ Constructive ➢ Refreshing ➢ Promising ➢ Mixed ➢ Enlightening ➢ Interesting o If you could give us feedback, what would have made today even better: ➢ As good as it could have gone; ➢ Fantastic – corrected themselves and agreed with him ➢ More time on priorities but time spent was well served ➢ Increase public participation ➢ Ensuring clarity on expectations During discussion, the session was recessed several times at 10:43 a.m. for a short break and reconvened at 10:59 a.m.; at 12:19 p.m. for lunch and reconvened at 12:54 p.m.; at 2:30 p.m. for a short break and reconvened at 2:34 p.m.; and at 3:33 p.m. and reconvene at 3:38 p.m. With no other business, the meeting was adjourned at 4:02 p.m. ____________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ____________________________________ ROSA RIOS CITY SECRETARY CITY OF DENTON, TEXAS MINUTES APPROVED ON: _____________________________________________ CITY OF DENTON CITY COUNCIL MINUTES August 20, 2019 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, August 20, 2019, at 12:02 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and City Attorney Aaron Leal Mayor Watts announced Items 4.A (ID 19-685) and 4.D (ID 19-1894) would not be considered at staff’s request. WORK SESSION 1. Citizen Comments on Consent Agenda Items None. 2. Requests for clarification of agenda items listed on this agenda. • Consent 4.A (ID 19-685) - Removed from consideration at staff’s request • Consent 4.D (ID 19-1894) - Removed from consideration at staff’s request • Individual Consideration 5.C (ID 19-1766) - Pulled the proposed appointment of Annetta Ramsey for further verification of the vetting process (Ryan) 3. Work Session Reports A. ID 19-1840 Receive a report, hold a discussion, and give staff direction regarding the draft 2019 Historic Preservation Plan. The presentation was made and discussion followed. Following discussion, staff was directed to provide the draft of the 2019 Historic Preservation Plan at a future meeting. B. ID 19-1941 Receive a report, hold a discussion, and give staff direction regarding the cost recovery and resource allocation study for the Development Services Department. The presentation was made and discussion followed. City of Denton City Council Minutes August 20, 2019 Page 2 Following discussion, staff was directed to proceed with the proposed rates as outlined in the presentation. The meeting was recessed for a short break at 1:17 p.m. and reconvened at 1:26 p.m. C. DCA19-0005b Receive a report, hold a discussion, and give staff direction regarding 2439 and 3167 House Bill draft ordinances and amendments to the 2019 Denton Development Code. The presentation was made and discussion followed. Following discussion, staff was directed to proceed with the proposed ordinances and amendments to the 2019 Denton Development Code for presentation at a future meeting. D. ID 19-1948 Receive a report, hold a discussion and give staff direction on Solid Waste matters, including 1) the proposed FY 2019-20 Solid Waste Rates, 2) the valet pilot program, and 3) acceptance of guaranteed landfill tonnage under contract. The presentation was made and discussion followed. Following discussion, staff was directed to prepare the contract and ordinance for presentation at a future meeting. The meeting was recessed for a short break at 2:47 p.m. and reconvened at 2:56 p.m. E. ID 19-1930 Receive a report, hold a discussion, and give staff direction regarding the FY 2019-20 City Manager’s Proposed Budget, Capital Improvement Program, and Five-Year Financial Forecast. The presentation was made and discussion followed. Following discussion, staff was directed to move forward with calculating cost of living wage adjustments for full-time and part-time employees for inclusion within the Fiscal Year 2019- 2020 Budget being considered at a future meeting. CLOSED MEETING - NOT HELD 1. The Closed Meeting was not held. Therefore, there was no deliberation of the following item: A. ID 19-1951 Consultation with Attorneys - Texas Government Code Section 551.071. Discuss, deliberate, and receive information from the City’s attorneys and provide the City’s attorneys with direction regarding legal issues associated with the proposed agreements between the City and potential contractors for delivery of guaranteed tonnage to the landfill 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. NOT DELIBERATED City of Denton City Council Minutes August 20, 2019 Page 3 SPECIAL CALLED MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Regular Meeting on Tuesday, August 20, 2019, at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and City Attorney Aaron Leal 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag 2. PROCLAMATIONS/PRESENTATIONS A. ID 19-1849 Payroll Week - ISSUED B. ID 19-1889 International Overdose Awareness Day - ISSUED C. ID 19-1922 Special Citizens Bond Advisory Committee - ISSUED 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. None. C. Additional Citizen Reports (Open Microphone) • William Freeman, 711 S. Carrol - voiced opposition of Council Member Armintor and read statement which addressed being blocked from social media City of Denton City Council Minutes August 20, 2019 Page 4 4. CONSENT AGENDA The consent agenda consisted of Items 4.A-F. Items 4.A (ID 19-685) and 4.D (ID 1894) were pulled from consideration at staff’s request earlier in the meeting. Council Member Briggs moved to adopt the Consent Agenda, now consisting of items 4.B-C and 4.E-F. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None B. ID 19-1850 Consider adoption of an ordinance of the City of Denton approving a City co- sponsorship in an amount not to exceed $19,352 of in-kind services and resources for the Denton Blues Festival, which will be held on Friday, September 20, 2019, from 11:00 a.m. to 11:00 p.m., Saturday, September 21, 2019, from 12:00 p.m. to 11:00 p.m., and Sunday, September 22, 2019, from 10:00 a.m. to 10:00 p.m., at the Quakertown Park; and providing an effective date. ASSIGNED ORDINANCE NO. 19-1850 C. ID 19-1851 Consider adoption of an ordinance of the City of Denton granting the Denton Black Chamber of Commerce a noise exception pursuant to Section 17-20 of the City of Denton Code of Ordinances, with respect to sound levels and hours of operation for the Denton Blues Festival, which will be held on Friday, September 20, 2019 from 11:00 a.m. to 11:00 p.m., Saturday, September 21, 2019 from 12:00 p.m. to 11:00 p.m., and Sunday, September 22, 2019, from 10:00 a.m. to 10:00 p.m., at the Quakertown Park; granting an increase in sound levels and a variance in the hours of operation on said dates for Friday from 11:00 a.m. to 11:00 p.m., Saturday from 12:00 p.m. to 11:00 p.m., and Sunday from 10:00 a.m. to 10:00 p.m., with sound not to exceed 70 decibels; and providing an effective date. ASSIGNED ORDINANCE NO. 19-1851 E. ID 19-1899 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal cooperation, authorizing the City Manager to execute a contract with Whirlix Design, Inc., for the Construction of Three (2019) Playgrounds for the Parks and Recreation Department; providing expenditure of funds therefor; and providing an effective date (RFP 7020 - awarded to Whirlix Design, Inc., in the not-to-exceed amount of $352,791). ASSIGNED ORDINANCE NO. 19-1899 F. ID 19-1901 Consider approval of the minutes of August 5 and August 6, 2019. City of Denton City Council Minutes August 20, 2019 Page 5 ITEMS PULLED FROM CONSIDERATION A. ID 19-685 Consider approval of a resolution of the City of Denton allowing the Denton Black Chamber of Commerce to sell alcoholic beverages at the Denton Blues Festival, on Saturday September 21, 2019, from 11:00 a.m. to 11:00 p.m., and Sunday, September 22, 2019, from 10:00 a.m. to 10:00 p.m., at the Quakertown Park upon satisfying certain conditions; authorizing the City Manager, or his designee, to execute an agreement in conformity with this resolution; and providing for an effective date. As announced earlier in the meeting, the item was pulled from consideration at staff’s request. D. ID 19-1894 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Dannenbaum Engineering Company - Dallas, LLC, amending the contract approved by City Council on June 5, 2018, in the not- to-exceed amount of $183,839.97; said first amendment to provide Professional Engineering Services for the 2018 Denton Sidewalks Project in the amount of $135,715.59; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-007 - providing for an additional first amendment expenditure amount not-to-exceed $135,715.59, for a total contract amount not-to-exceed $319,555.56). As announced earlier in the meeting, the item was pulled from consideration at staff’s request. 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 19-1956 Consider approval of a resolution of the City of Denton to support all citizens and urge them to demonstrate kindness at every level of interaction with one another; and providing an effective date. ASSIGNED RESOLUTION NO. 19-1956 The presentation was made and no discussion followed. Council Member Briggs moved to approve the item as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None City of Denton City Council Minutes August 20, 2019 Page 6 B. ID 19-1954 Consider nominations/appointments to the City’s Economic Development Partnership Board. The presentation was made discussion followed. Council Member Meltzer moved to appoint the following individuals to the City’s Economic Development Partnership Board: • John Baines, Denton Black Chamber of Commerce (re-appointment for 2019-2021) • Bob Eames, Aviation (re-appointment for 2019-2021) • Jill Jester, Chamber of Commerce (re-appointment for 2019-2021) • Keely G. Briggs, City Council (re-appointment for 2019-2021) • Chris Davis, Top 20 Taxpayer (re-appointment for 2019-2021) • Jesse Davis, City Council (appointment to unexpired term for 2019-2020) Motion seconded by Mayor Pro Tem Hudspeth. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None C. ID 19-1766 Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Board of Ethics, Human Services Advisory Committee, and Traffic Safety Commission. Council Member Ryan moved to appoint the following as noted: Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None As requested by Council Member Ryan earlier in the meeting, the appointment of Ms. Annetta Ramsay was considered on its own. Discussion followed. BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM MEMBER FIRST NAME MEMBER LAST NAME NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Traffic Safety Commission 5 Armintor Kevin Sample September 1, 2019 through August 30, 2021 Reappointment Human Services Advisory Committee 7 Watts Roy Onyebetor September 1, 2019 through August 30, 2021 Reappointment City of Denton City Council Minutes August 20, 2019 Page 7 Council Member Meltzer moved to appoint the following as noted: Motion seconded by Council Member Armintor. Motion carried. AYES (4): Mayor Pro Tem Hudspeth and Council Members Briggs, Armintor, and Meltzer NAYS (3): Mayor Watts and Council Members Davis and Ryan Mayor Watts called for speakers and the following came forward: • Annetta Ramsay, 722 W. Oak Street - spoke on lawsuit, how tax issue has affected her appointment and residents being unhappy and wanting to move out of Denton 6. PUBLIC HEARINGS A. ID 19-1880 Hold a public hearing on a proposal to adopt a tax rate of $0.605450 with a maximum allowable rate of $0.628802 per $100 valuation, which will exceed the lower of the effective or rollback tax rate. The presentation was made and no discussion followed. The public hearing was opened and with no speakers coming forward, the public hearing was closed. No action was taken on the item as it was only a public hearing. B. ID 19-1692 Hold a public hearing on a proposal to adopt a resolution of no objection to the proposed new construction of Denton Grove Apartments in Denton to provide affordable and market rate rental housing, which will facilitate the developer’s application for 4% housing tax credit with the Texas Department of Housing and Community Affairs. The presentation was made and discussion followed. With the public hearing opened, the following spoke on the item: • Jean Crew, 141 Springtree Street (Applicant) - in support of the item • Jean Latsha, 5014 W. Frances Place - in opposition to the item With no other speakers coming forward, the public hearing was closed. No action was taken on the item as it was only a public hearing. BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM MEMBER FIRST NAME MEMBER LAST NAME NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Board of Ethics 5 Armintor Annetta Ramsay September 1, 2019 through August 30, 2021 New (Pref.:9/Counselor) City of Denton City Council Minutes August 20, 2019 Page 8 C. DCA19-0005e Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance DCA18-0009q, by establishing a new effective date, amending Sections of the 2019 Denton Development Code to be consistent with House Bill 2439 regarding regulating building products, materials, or methods used in the construction or renovation of residential and commercial buildings; to be consistent with House Bill 3167 regarding municipal approval procedure for land development applications; and amendments related to Planned Development, Historic Landmark Commission composition, Certificate of Zoning Compliance procedure, Replat procedure, Buffer Points and Minimum Width Requirements, Certificate of Appropriateness procedure, Historic Landmark Designation procedure, Highway Corridor maximum building height, Suburban Corridor minimum front yard setback, allowing Elderly Housing, Tattoo and Body Piercing Parlor, General Personal Service, Donation Boxes, and Mobile Food Truck in certain Zoning Districts, minimum square footage for Single Family Detached Dwelling, Short Term Rental use-specific standards, Low-Impact Manufacturing use-specific standards, Accessory Dwelling Unit use- specific standards, Street Tree requirements, Parking and Loading requirements for Private School, Medical Office, and Elderly Housing, Parking Surface Materials, definitions for Dwelling Unit, Automotive Fuel Sales, Floor Area, General Retail, Mobile Food Court, Recreational Vehicle, Outdoor Storage, and Outside Storage, adding a definition for Mobile Food Truck, deleting the definition of Living Space, and other related edits. STAFF IS REQUESTING THAT THIS ITEM BE WITHDRAWN. (DCA19-0005e, 2019 DDC Amendments, Ron Menguita) At staff’s request, the item was withdrawn and not presented. City Attorney Leal advised there was no need for City Council to vote on withdrawal of the item as noted above. D. DCA19-0005f Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance DCA18-0009q, by establishing a new effective date, amending certain Sections of the 2019 Denton Development Code to be consistent with House Bills 2439 and 3167, and amending certain Sections of the 2019 Denton Development Code to provide clarification, make necessary corrections and other related edits. STAFF IS REQUESTING THAT THIS ITEM BE WITHDRAWN. (DCA19-0005f, 2019 DDC Amendments, Ron Menguita). At staff’s request, the item was withdrawn and not presented. City Attorney Leal advised there was no need for City Council to vote on withdrawal of the item as noted above. E. Z19-0006b Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance 2015-217 to revise the overlay conditions on approximately 30.7 acres of land zoned Neighborhood Residential (NR-3) District, generally located on the southwest corner of Hinkle Drive and West Windsor 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 thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval of the request (6-1). (Z19-0006b, Fireside Addition, Julie Wyatt) City of Denton City Council Minutes August 20, 2019 Page 9 The presentation was made and discussion followed. The public hearing was opened and with no speakers coming forward, the public hearing was closed. Council Member Meltzer moved to postpone the item until September 10th. Motion seconded by Council Member Ryan. Motion carried. AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, Armintor, and Meltzer NAYS (1): Council Member Briggs The meeting was recessed for a short break at 8:14 p.m. and reconvened at 8:23 p.m. F. DCA19-0006a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, suspending enforcement of regulations prescribing the types of materials, products or aesthetic methods used for construction or renovation of residential and commercial buildings, in so far as they conflict with HB 2439 and HB 2497, passed by the 86th Legislature of the State of Texas and signed by Governor Greg Abbott on June 14, 2019; enacting selected interim amendments to preempted provisions of the Denton Development Code (Ord. 2002-040, as previously or hereafter amended), the 2019 Denton Development Code (Ord. DCA18-0009q, as it now exists or as it may be amended), and building code regulations; providing for compliance with new state laws affecting materials used in the construction or renovation of residential and commercial buildings, rules and procedures before the Zoning Board of Adjustment; providing for appeals; providing related directives to the City Manager; providing a conflict/savings clause; providing an effective date. The Planning and Zoning Commission recommends approval 6-0. (DCA19-0006a, House Bill 2439, Ron Menguita) ASSIGNED ORDINANCE NO. DCA19-0006a Items 6.F (ID DCA19-0006a) and 6.G (ID DCA19-0007a) were collectively presented and discussed with the public hearings being opened and closed, with each item voted on individually. The public hearing was opened and with no speakers coming forward, the public hearing was closed. Mayor Pro Tem Hudspeth moved to approve the item as presented. Motion seconded by Council Member Armintor. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None City of Denton City Council Minutes August 20, 2019 Page 10 G. DCA19-0007a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, suspending any conflicting application of those permitting and approval procedures related to subdivision and development plans or plats, contained in either the Denton Development Code (Ord. 2002-040, as previously or hereafter amended) or the 2019 Denton Development Code (Ord. DCA18-0009q, as it now exists or as it may be amended), to the limited extent that either conflicts with the provisions of HB 3167, passed by the 86th Legislature of the state of Texas and signed by Governor Greg Abbott on June 14, 2019, directing city staff to process all plans and plats as defined in HB 3167 in accordance with the provisions of HB 3167; providing for conflict/savings clause; and providing an effective date. The Planning and Zoning Commission recommends approval 6-0. (DCA19-0007a, House Bill 3167, Ron Menguita) ASSIGNED ORDINANCE NO. DCA19-0007a Items 6.F (ID DCA19-0006a) and 6.G (ID DCA19-0007a) were collectively presented and discussed with the public hearings being opened and closed, with each item voted on individually. The public hearing was opened and with no speakers coming forward, the public hearing was closed. Council Member Meltzer moved to approve the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None 7. CONCLUDING ITEMS Council Members expressed items of interest, congratulatory remarks and provided general announcements. Staff to provide responsive information to those requests for information as part of the Friday Report process. With no further business, the meeting was adjourned at 8:29 p.m. ____________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS City of Denton City Council Minutes August 20, 2019 Page 11 ____________________________________ ZOLAINA PARKER DEPUTY CITY SECRETARY CITY OF DENTON, TEXAS MINUTES APPROVED ON: _____________________________________________ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2082,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Dannenbaum Engineering Company -Dallas,LLC,amending the contract approved by City Council on June 5, 2018,in the not-to-exceed amount of $183,839.97;said first amendment to provide Professional Engineering Services for the 2018 Denton Sidewalks Project in the amount of $135,715.59;providing for the expenditure of funds therefor;and providing an effective date (RFQ 6590-007 -providing for an additional first amendment expenditure amount not-to-exceed $135,715.59, for a total contract amount not-to-exceed $319,555.56). City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 10, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Dannenbaum Engineering Company – Dallas, LLC, amending the contract approved by City Council on June 5, 2018, in the not-to-exceed amount of $183,839.97; said first amendment to provide Professional Engineering Services for the 2018 Denton Sidewalks Project in the amount of $135,715.59; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-007 - providing for an additional first amendment expenditure amount not-to-exceed $135,715.59, for a total contract amount not-to-exceed $319,555.56). RFQ INFORMATION /BACKGROUND The 2018 Sidewalk Improvements Project was funded as part of the 2014 General Bond Election Program. For this project, eighteen (18) sidewalk segments were chosen around the city. School areas, including universities, were chosen as the second-highest priority for identifying new sidewalk projects, second only to ADA required projects. Other priorities that factored into the list include pedestrian safety, high pedestrian activity centers, visible footpaths along streets, and missing links or gaps in the existing sidewalk infrastructure. During the design phase, it was discovered that three different sidewalk improvements locations triggered the need for creek crossings. Upon analyzing a few alternatives at these crossings, a decision was made to use a bump-out approach onto the streets at two creek crossing locations (Bell Avenue & Nottingham Drive) and the use of a prefabricated pedestrian bridge installation was recommended at the McKinney Street creek crossing (Pecan Creek). The latter triggers abutments/pier foundations, thus a geotechnical recommendation must be sought. Additionally, in order to accomplish and maintain ADA requirements, most driveways will need to be reconstructed, prompting the need for temporary construction easements (TCEs). Contract Amendment No.1 is required for additional services to include but not limited to the following: 1. Topographic Survey: a. The addition of field survey for 300 linear feet of Bell Street on the west side. b. Preparation of 18 Right-of-Way documents including monumentations and 80 temporary construction easement documents (TCEs) including field staking. 2. Engineering and Design Services a. General Project Management b. Existing Pedestrian Bridge inspection (County yard bridges) c. Structural design City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 3. Geotechnical Engineering a. Geotechnical exploration and report. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 6, 2018, and June 5, 2018, Council approved RFQ 6590 for a prequalified list of professional engineering firms (Ordinance 2018-331). On June 5, 2018, City Council approved a Professional Engineering Services Agreement with Dannenbaum Engineering Company – Dallas, LLC in the not-to-exceed amount of $183,839.97 (Ordinance 18-829) RECOMMENDATION Award a First Amendment with Dannenbaum Engineering Company – Dallas, LLC, for Professional Engineering Services for the 2018 Denton Sidewalks Project in the amount of $135,715.59, for a total contract amount not-to-exceed $319,555.56. PRINCIPAL PLACE OF BUSINESS Dannenbaum Engineering Company – Dallas, LLC Dallas, TX ESTIMATED SCHEDULE OF PROJECT The design will be completed in August 2019, with acquisitions estimating to be complete in December 2019. FISCAL INFORMATION These services will be funded from traffic account 360161467.1360.21100 in the amount of $135,715.59. Purchase Order #185833 will be revised in the amount of $135,715.59 to include the first amendment upon approval. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance and Contract Exhibit 3: Project Map Exhibit 4: LLC Members Exhibit 5: Ordinance and Amendment Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Robin Davis at 940-349-7713. Legal point of contact: Mack Reinwand at 940-349-8333. i • i ,'r *` l E [.. .,..,.. ' . R '. I.. , '.., 1 ; .,. 1 ,, l ; 1 .. l R, , ' i .. , '. 1 .. R l ,.. ',, R . + • 1 ,,.. R.... k. ,+ R .. .,, ., .,. . , 1 ... .... , . , i 1 ' • '. i f • '. • .'. ' • .,, ' * •...,, ... i r . . . * . i ` +` ' ' ' :, ' # I `! ! ` i #' !'," . '• i-,. . 1 ` • 1• `! • ! ` # ` ' +, 1 ' ' , # ' . # i • ` i ! ' ^ • ` w, ` . . . ,,, ! ' i' • • ' ' • • ' • • ' ' # ' ! i # .M " ' '' • ! '' •# " "'• ' r ' i ' s. . .• ' •! ` ' * . ;# ` ' . i# • '!' SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 4. The findings in the preamble of this ordinance are incarporated herein by reference. SECTION ,5._ This ordinance shall become effective immediately pon its passage and approval . , the n lfl w' " ^ dsecondedbyI N l C n 1 i, rr a. ... ...., 4 r1 r., ma ; m .. -- t. i , -- " " a N d r:M: k the following vaat: I .... p: Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Dalton Gregory, At Large Place 5: Paul Meltzer, At Large Place 6: Aye ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: C• Nay Abstain Absent w,riri ........_ d ---- ------_ CHRIS.„__.......:.. .. . . . ATTS, MAYOR Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Contract Value Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 $ " $ !! , ## #)" +! "%&$* " #(' Page 1 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER FILE 6590-007 THIS AGREEMENT is made and entered into on ____________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “Owner” and Dannenbaum Engineering Company – Dallas LLC, with its corporate office at 3030 LBJ Freeway, Suite 910, Dallas, Texas, 75234 hereinafter called “Design Professional,” acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 5, in connection with the Project. The Project shall include, without limitation, engineering services for the design/construction plan set of sidewalks for nineteen locations in the City of Denton outlined in the table in Exhibit A. SECTION 2 COMPENSATION The Owner shall compensate the Design Professional $183,839.97 as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $86,719.27. 2.1.2 Progress payments for Basic Services shall be paid per the following satisfactorily completed tasks as referenced in Exhibit B. 2.2 SPECIAL SERVICES 2.2.1 Compensation for Special Services to be paid in the amount of $95,962.50. 2.3 DIRECT EXPENSES Direct Expenses shall be the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $1158.20 without the prior written approval of the Owner. DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Page 2 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc SECTION 3 INVOICES Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. SECTION 4 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 Commission’s website within seven business days. DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Page 3 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc SECTION 5 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. The Design Professional’s Proposal 3. Exhibits A through B. 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. This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON BY:__________________________ TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ DESIGN FIRM BY:__________________________ Firm’s Officer/Representative (Signature) ______________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Page 4 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the “Agreement”) and proposal (the “Proposal”) to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the “Design Professional”) or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the “Services”). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the “Degree of Care”). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional’s Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Page 5 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Page 6 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owner's failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Page 7 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Page 8 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner’s use of such documents in other projects shall be at Owner’s sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Page 9 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional’s receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Page 10 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker’s Compensation Insurance in accordance with statutory requirements, and Employers’ Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers’ Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days’ prior written notice to Owner and Design Professional. In such event, the Design Professi onal shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional’s promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Page 11 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$00f7618dea33$8FBE1E2EEB97489C915E4F484C3A7A7E.doc 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable t o the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 EXHIBIT A SERVICES TO BE PROVIDED BY THE ENGINEER FOR THE CITY OF DENTON, TEXAS SIDEWALK IMPROVEMENTS The following is the scope of services presented by Dannenbaum Engineering Company – Dallas, LLC (Engineer) to the City of Denton (City) for the survey and design of nineteen sidewalk sections. The nineteen sections of sidewalk are outlined below: Sidewalk Street Side Limits Length (ft) 1 Austin St. East McKinney to Oak St. 340 2 McKinney St. South Driveway west of Oakland to Austin St. 480 3 Parkway South Elm to Locust 350 4 McKinney St. South Oakland intersection to approx 100' west 110 5 Londonberry Ln. South Teasley (FM 2181) to Westminster St. 800 6 Pockrus Page North Post Oak to Swisher Rd. 890 7 Frame St. East McKinney St. to Paisley St. 1490 8 Bell Ave. East North of Driftwood Trail across drainage channel 80 9 McKinney St. North Bell Place to Frame St. 750 10 McKinney St. South Railroad St. to Denton County Courthouse (gaps) 2990 11 Loop 288 East DCTA Rail line to Brinker Rd. 1885 12 Oak St. Corner Corner of Oak St. and Crawford St. at St. James AME Church 110 13 Egan St. North Missing link between Malone St. and Bryan St. 240 14 Bernard St. West Parvin St. to Willowwood St. 2020 15 Nottingham Dr. West Emerson Ln. to Churchill Dr. 390 16 Old North Rd. East University Dr. to Windsor Dr. 3230 17 Old North Rd. West University Dr. to Windsor Dr. 3230 18 University Dr. South Nolen Cir. To Old North Rd. 900 General Project Understanding The Engineer will be provide engineering services for the design/construction plan set of sidewalks for nineteen locations in the City of Denton outlined in the table above. Engineering services will consist of design survey for the areas listed above and the construction plan set required for the sidewalks to be constructed. SCOPE OF ENGINEERING SERVICES I. Topographic Survey – Survey will horizontally and vertically locate visible surface features within the projects described above and being more specifically detailed below. a. Main project area cross sections and/or mapping will be field collected generally at 50’ intervals and at all breaks in grade producing 1’ interval contours for a width bounded by the center of the adjoining roadway to the near ROW line. The mapping swath will be a minimum of 25’ wide at all times. b. Project crossing side streets, alleys, and drainage ways will be surveyed an additional 50’ in each direction beyond the main project swath. Crossing alignments will be surveyed for a width that properly covers each crossing feature. DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 c. The Surveyor will coordinate with the project Engineer/Owner to obtain right-of-entry (ROE) for surveying on this project. These services will be provided on the Surveyor’s behalf prior to beginning survey operations. d. Prior to commencing any topographic fieldwork, the Surveyor will submit a utility locate request for the project limits. e. Surveyor will locate and tie visible franchise utilities (Gas, Telephone/FOC, Electric, Cable, etc.) and associated appurtenances including but not limited to: power poles, guy anchors, manholes, meters, valves, test stations, vaults, handholds, pull boxes, pedestals, controllers, etc. If available, we will denote size, material type, pressure rating, line voltage and utility owner as applicable. f. Surveyor will locate and tie visible public utilities (water, wastewater, storm sewer, and telephone/fiber) and associated appurtenances including but not limited to: manholes, cleanouts, meters, services, isolation valves, blowoffs, fire hydrants, inlets, junction boxes, headwalls, wingwalls, riprap aprons and all other appurtenances. Our survey will denote size, material type and flow direction as applicable. We will locate top of operating nut elevations for visible utility valves. Accessible utility manholes will be detailed identifying: structure size, material type, rim elevations, measure downs and corresponding flow line and top of pipe elevations for visible pipe wall penetrations. Upstream and downstream sanitary and storm sewer rim and invert data will be shown. g. Surveyor will provide location, height and material type for fences located within the project limits. Provide the location and material type for retaining walls and provide top and bottom of wall elevations along its length at grade changes. h. Surveyor will locate and tie existing ROW, property lines and easements, including type, size, volume and page, where applicable. Survey will show lot, block, abstract number, adjacent street names and property address. City and County boundaries will be shown where applicable. Property owner and business names will be shown on the survey. i. Roadways, driveways, alleys and sidewalks will be located and identified on the survey. Existing width and composition of improved surfaces will be shown on the survey. Existing lane striping, pedestrian crossing striping and signage will be identified on the survey. Traffic signal bases, mast arms and control boxes will be shown on the survey. j. Surveyor will locate and tie top, toe and flow lines of existing swales, channels and creeks with the project limits. Survey will locate headwall and wingwalls and denote number, size, material type, flow line and top of pipe elevation for culvert conduit(s). k. Surveyor will locate trees 4” or larger in diameter, shrubs and landscaping features and provide identification notes accordingly. We attempt to provide tree species and caliper as measured approximately four feet off the ground. Major tree and brush lines will be delineated on the survey. Existing visible irrigation structures and planters will be located on this survey. II. Engineering and Design Services a. Project Management and Coordination i. The Engineer will provide general project management and coordination with the following entities; The City of Denton, TxDOT, stakeholders and related sub-consultants for survey and design. ii. Engineer will document that project has conformed to all AASHTO and TDLR guidelines. iii. Engineer will perform investigation to obtain all associated plans for design areas. b. Development and Design Services i. Engineer will provide necessary field investigation of the sites as required for project development. ii. Develop horizontal alignment/layout of proposed sidewalks. iii. Develop cross sections and grading plans as needed for sidewalks and grading of adjacent area to tie to existing ground. iv. Engineer will provide the design for the extension of two culverts along the project utilizing TxDOT standards. v. Provide sequence of work and traffic control plan (TxDOT standards) and narrative. vi. Provide Storm Water Pollution Prevention Plan (SWPPP) following City of Denton procedures. vii. Provide retaining wall layouts (where applicable) and design utilizing TxDOT standard retaining walls. viii. Provide summary sheets and quantity estimate. DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 ix. Provide all standard design sheets applicable to project. In the absence of City of Denton standards the Engineer shall use TxDOT with approval of the City. x. Coordinate with franchise utilities on project design. Transmit Plans Adequate for Utility Relocation (PAUR) at 60% level to all franchise utilities. xi. Provide detailed Engineers opinion of probable cost. xii. Assemble Project Specification Manual with contract, bid schedule, and specs from City of Denton as applicable. xiii. Engineer will provide the City with 30%, 60%, 90% and final submittals. Engineer will produce comment matrix detailing comment, acceptance, response and resolution. Engineer will address all comments from each submittal milestone. xiv. 30%, 60%, 90% submittals will all be paper copies. Final submittal to the City will be paper. Final submittal and record drawings will be submitted to the City as full size mylar. xv. All design will be performed in Microstation and Open Roads as applicable. ADDITIONAL SERVICES AT THE DISCRETION OF THE CITY OF DENTON I. Provide services as outlined below for the sidewalk project. a. Sub surface utility engineering (SUE) not to exceed as outlined in the fee estimate. b. Up to 15 easement documents for the construction of sidewalks. DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 DEC PS&E SERVICES SUMMARYTOTALSHrs Fee Hrs Fee Hrs Fee Hrs Fee Hrs FeeProject Management87 13,874.25$ 13,874.25$ Roadway324 47,114.70$ 47,114.70$ H&H and Drainage115 16,834.16$ 16,834.16$ Utilities36 5,492.31$ 5,492.31$ SWPPP23 3,403.85$ 3,403.85$ Survey - Spooner and Associates77,962.50$ 77,962.50$ SUE - Level B - Rios Group18,000.00$ 18,000.00$ DIRECT EXPENSES - DEC1,158.20$ 1,158.20$ -$ -$ Total585 87,877.47$ 0 77,962.50$ 0 18,000.00$ 0 -$ 0 -$ 183,839.97$ Percent Participation47.80% 42.41% 9.79% 0.00% 0.00% 100.00%% PARTICIPATION =NON-DBE87,877.47$ 47.80%DBE95,962.50$ 52.20%TOTAL183,839.97$ 100.00%Dannenbaum Engineering Company Dallas - LLCGRAND TOTAL SUMMARYDEC PS&E SERVICES SUMMARYDevelop PS&E forConstruction of SidewalksConstruction of SidewalksTotal Construction of Sidewalks PS&E Services =$183,839.97PRIMESUB - DBESUB - DBEFunction CodesDannenbaum Engineering Company Dallas - LLCSpooner and AssociatesRios Group1 OF 7EXHIBIT BDocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Total TaskLabor Hrs. Cost0MANAGE WORK AUTHORIZATIONS (PS&E DEVELOPMENT) (INCLUDING RECORD KEEPING, FILING, ADMINISTRATION, ETC) AND OVERALL QA/QC:0 SCHEDULE & ATTEND WORK AUTHORIZATION DEVELOPMENT MEETINGS224 $ 721.06 0PREPARATION OF INVOICES AND PROGRESS REPORTS (TOTAL = 6 EA)358 $ 954.26 0SCHEDULE & ATTEND PRE-DESIGN MEETING (TOTAL= 1 )2215 $ 785.24 0SCHEDULE, ATTEND COMMENT REVIEW MEETINGS - (3, 30% / 60% / 95%)44412 $ 1,698.84 0 RESEARCH / REVIEW EXISTING PLANS & DATA11 $ 149.41 0CONDUCT PROJECT SITE VISIT (1 SITE VISIT)224 $ 721.06 0 COORDINATION WITH CITY OF DENTON3811 $ 1,828.64 0 COORDINATION WITH TXDOT145 $ 808.76 0 COORDINATION WITH SPOONER AND ASSOCIATES - SURVEY145 $ 808.76 0 PREPARE - OVERALL 30% SUBMITTAL ( 1 SUBMITTAL)22 $ 298.82 0 PREPARE - OVERALL 60% SUBMITTAL ( 1 SUBMITTAL)22 $ 298.82 0 PREPARE - OVERALL 95% SUBMITTAL ( 1 SUBMITTAL)22 $ 298.82 0 PREPARE - OVERALL 100% SUBMITTAL ( 1 SUBMITTAL)22 $ 298.82 0 QC/QA - OVERALL 30% SUBMITTAL ( 1 SUBMITTAL)224 $ 721.06 0 QC/QA - OVERALL 60% SUBMITTAL ( 1 SUBMITTAL)224 $ 721.06 0 QC/QA - OVERALL 95% SUBMITTAL ( 1 SUBMITTAL)224 $ 721.06 0 QC/QA - OVERALL 100% SUBMITTAL ( 1 SUBMITTAL)224 $ 721.06 0 ORGANIZE AND DOWNLOAD ELECTRONIC FILE DELIVERABLES11 $ 149.41 0DEVELOP ROADWAY DESIGN CRITERIA11 $ 149.41 Denton, TexasDannenbaum Engineering Company Dallas - LLCMAXIMUM AMOUNT PAYABLEDEC BASIC PS&E SERVICESDevelop PS&E for the Construction of SidewalksSenior Structural EngineerProject EngineerPROJECT MANAGEMENT (PS&E SERVICES) (6 MONTHS)Sr. Engineer TechAdmin / ClericalPrincipalProject ManagerSenior EngineerNO. OF DWGSSHEETBASIC SERVICESDESCRIPTION2 OF 7DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Total TaskLabor Hrs. CostDenton, TexasDannenbaum Engineering Company Dallas - LLCMAXIMUM AMOUNT PAYABLEDEC BASIC PS&E SERVICESDevelop PS&E for the Construction of SidewalksSenior Structural EngineerProject EngineerSr. Engineer TechAdmin / ClericalPrincipalProject ManagerSenior EngineerNO. OF DWGSSHEETBASIC SERVICESDESCRIPTION1DEVELOP PRELIMINARY COST ESTIMATE123 $ 509.94 1 PREPARE SPECIFICATION BOOK123 $ 509.94 SUB-TOTAL - PROJECT MANAGEMENT (PS&E SERVICES) (6 MONTHS)0 28 0 0 49 0 10 87 13,874.25$ 1 1 TITLE SHEET13 4 $ 568.39 1 2-2 INDEX OF SHEETS14 5 $ 708.05 5 3-7 EXISTING TYPICAL SECTIONS22 4 $ 578.14 5 8-12 PROP TYPICAL SECTIONS26 8 $ 1,136.78 1 13-13 GENERAL NOTES & SPECIFICATION DATA1146 $ 919.17 0 14-13 PREPARE CONSTRUCTION ESTIMATE (30% / 60% / 95% / FINAL)1247 $ 1,068.58 1 14-14 SUMMARY OF REMOVAL ITEMS38 11 $ 1,565.51 1 15-15 SUMMARY OF ROADWAY QUANTITIES26 8 $ 1,136.78 1 16-16 SUMMARY OF SW3P (EROSION CONTROL)13 4 $ 568.39 1 17-17 SEQUENCE OF CONSTRUCTION NARRATIVE14813 $ 1,926.04 16 18-33 STANDARDS12 3 $ 428.73 1 34-34 SURVEY CONTROL LAYOUT(INCLUDE BENCHMARK DATA SHEETS)12 3 $ 428.73 4 35-38 HORIZONTAL CONTROL SHEETS13 4 $ 568.39 12 39-50 REMOVAL PLAN (1:100 - DOUBLE BANKED)312 15 $ 2,124.15 17 51-67SIDEWALK PLAN (1:100)1166077 $ 10,981.28 5 68-72 DRIVEWAY LAYOUTS616 22 $ 3,131.02 2 73-74 DRIVEWAY DETAILS210 12 $ 1,695.42 ROADWAY3 OF 7DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Total TaskLabor Hrs. CostDenton, TexasDannenbaum Engineering Company Dallas - LLCMAXIMUM AMOUNT PAYABLEDEC BASIC PS&E SERVICESDevelop PS&E for the Construction of SidewalksSenior Structural EngineerProject EngineerSr. Engineer TechAdmin / ClericalPrincipalProject ManagerSenior EngineerNO. OF DWGSSHEETBASIC SERVICESDESCRIPTION2 75-76 RAIL DETAILS28 10 $ 1,416.10 2 77-78 CUVLERT STRUCTURAL DETAILS448 16 $ 2,676.32 10 79-88 RETAINING WALL LAYOUTS1162432 $ 4,699.77 2 89-90 RETAINING WALL DETAILS1161624 $ 3,582.49 0 91-90 COORDINATION WITH CITY ON TREE REMOVAL AND REPLACEMENT24 6 $ 857.46 3 91-93 MISCELLANEOUS ROADWAY DETAILS58 13 $ 1,864.33 6 94-99PRELIMINARY CROSS SECTIONS (50 FOOT INCREMENTS ON 11x17 SHEETS @ 3 SECTIONS / SHEET)1 4 12 17 $ 2,484.68 66 SUB-TOTAL - ROADWAY0 7 0 6 78 233 0 324 47,114.70$ 0 100-99 DATA COLLECTION/REVIEW DATA1 $ 149.41 0 100-99 MODEL EXISTING CONDITIONS212 $ 1,974.74 0 100-99 MODEL PROPOSED CONDITIONS412 $ 2,273.56 5 100-104 PREPARE LARGE AND SMALL DRAINAGE AREA MAPS:44 $ 1,156.28 2 105-106 HYDROLOGY CALCULATIONS62 $ 1,175.78 2 107-108 HYDRAULIC COMPUTATIONS SHEETS44 $ 1,156.28 2 109-110 INLET MODIFICATIONS410 $ 1,994.24 4 111-114 CULVERT P & P SHEETS4816 $ 4,391.24 2 115-116 PREPARE MISCELLANEOUS DETAILS412 $ 2,273.56 12 117-128 STANDARDS11 $ 289.07 29 SUB-TOTAL - H&H AND DRAINAGE0 0 0 4 38 73 0 115 16,834.16$ H&H AND DRAINAGEUTILITIES4 OF 7DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Total TaskLabor Hrs. CostDenton, TexasDannenbaum Engineering Company Dallas - LLCMAXIMUM AMOUNT PAYABLEDEC BASIC PS&E SERVICESDevelop PS&E for the Construction of SidewalksSenior Structural EngineerProject EngineerSr. Engineer TechAdmin / ClericalPrincipalProject ManagerSenior EngineerNO. OF DWGSSHEETBASIC SERVICESDESCRIPTION10 129-138 PREPARE EXISTING UTILITY LAYOUTS FROM SURVEY DATA (1:100)(DOUBLE BANKED) - LEVEL B148 $ 1,926.04 0 139-138 ATTEND UTILITY COORDINATION MEETINGS (2 MEETINGS)448 $ 2,559.40 0 139-138 UTILITY COORDINATION34 $ 1,006.87 10 SUB-TOTAL - UTILITIES0 5 0 0 11 20 0 36 5,492.31$ 0 139-138 PREPARE SW3P1146 $ 919.17 1 139-139 EPIC12 3 $ 428.73 10 140-149 SW3P LAYOUTS (LINE DIAGRAMS)1258 $ 1,208.24 1 150-150 MISCELLANEOUS SW3P DETAILS14 5 $ 708.05 4 151-154 STANDARDS11 $ 139.66 16 SUB-TOTAL - SW3P0 200516023 3,403.85$ HOURS SUB-TOTALS0 42 0 10 181 342 10 585LABOR RATE PER HOUR298.82$ 211.12$ 159.15$ 240.35$ 149.41$ 139.66$ 64.18$ DIRECT LABOR COSTS-$ 8,867.04$ -$ 2,403.50$ 27,043.21$ 47,763.72$ 641.80$ 86,719.27$ TOTAL-$ 8,867.04$ -$ 2,403.50$ 27,043.21$ 47,763.72$ 641.80$ 86,719.27$ PERCENT LABOR UTILIZATION FOR TOTAL PROJECT (BASED ON FEE) 0.00% 10.22% 0.00% 2.77% 31.18% 55.08% 0.74% 100.00%PERCENT LABOR UTILIZATION FOR TOTAL PROJECT (BASED ON MANHOURS) 0.00% 7.18% 0.00% 1.71% 30.94% 58.46% 1.71% 100.00%138 GRAND TOTAL0 42 0 10 181 342 10 58586,719.27$ $ 1,158.20 $ 95,962.50 $ - $ 183,839.97 GRAND TOTAL - PHASE III SERVICES (DIRECT EXPENSES, BASIC, SPECIAL AND SUB CONSULTANT SERVICES)SW3PTOTAL DANNENBAUM DIRECT EXPENSES (FROM BELOW)SUBTOTAL BASIC SERVICES SUB CONSULTANTS (FROM BELOW)SUBTOTAL SPECIAL SERVICES (FROM BELOW)5 OF 7DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Total TaskLabor Hrs. CostDenton, TexasDannenbaum Engineering Company Dallas - LLCMAXIMUM AMOUNT PAYABLEDEC BASIC PS&E SERVICESDevelop PS&E for the Construction of SidewalksSenior Structural EngineerProject EngineerSr. Engineer TechAdmin / ClericalPrincipalProject ManagerSenior EngineerNO. OF DWGSSHEETBASIC SERVICESDESCRIPTIONDIRECT EXPENSES FC 160No. of SubmittalsCopies per SubmittalUnitFixed Mileage RateMiles Per TripNumber of TripsPhotocopies B/W (11 X 17) each $0.20 - (137.5 drawings X 4 copies/submittal X 8 submittals)4.00 8.00880.00$ -$ -$ MILEAGEmile 0.535 65 8278.20$ -$ -$ -$ -$ -$ -$ -$ 1,158.20$ SPOONER AND ASSOCIATES - SURVEY - INCLUDES 15 EASEMENTS @ $895/EARIOS GROUP - LEVEL B SUE - AS NEEDED (NOT TO EXCEED)TOTAL ENGINEERING (CONSULTANT) - BASIC SERVICESTOTAL ENGINEERING (SUBCONSULTANT) - SPECIAL SERVICES18,000.00$ 77,962.50$ TOTAL DIRECT EXPENSESBASIC SERVICES (SUBCONSULTANT)95,962.50$ SPECIAL SERVICES (SUBCONSULTANT)-$ 6 OF 7DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Total TaskLabor Hrs. CostDenton, TexasDannenbaum Engineering Company Dallas - LLCMAXIMUM AMOUNT PAYABLEDEC BASIC PS&E SERVICESDevelop PS&E for the Construction of SidewalksSenior Structural EngineerProject EngineerSr. Engineer TechAdmin / ClericalPrincipalProject ManagerSenior EngineerNO. OF DWGSSHEETBASIC SERVICESDESCRIPTIONASSUMPTIONS1. EASEMENTS WILL BE PRODUCED AS NEEDED TO A TOTAL OF 15.2 NO PUBLIC WORKSHOP HELD / NO ADVERTISEMENTS3 NO COORDINATION / ATTENDANCE OF PUBLIC MEETINGS4 NO GEOTECHINICAL PERFORMED. 5 UTILITY COORDINATION WILL ONLY INCLUDE COORDINATION WITH ENTITIES AND ATTENDING COORDINATION MEETINGS (2 MEETINGS)6 PROJECT WILL NOT INCLUDE THE FOLLOWING DESIGN / SHEETS: PROJECT LAYOUT, TCP GENERAL NOTES, TRAFFIC CONTROL PLAN WILL UTILIZE TXDOT STANDARDS, HORIZONTAL PLAN DESIGN OF SIDEWALKS (NO VERTICAL WILL BE PROVIDED), REMOVAL PLANS, DRIVEWAY LAYOUTS WHERE APPLICABLE, SW3P LINE DIAGRAM LAYOUTS.7. ITEMS NOT SPECIFICALLY IDENTIFIED IN THE FEE ESTIMATE WILL BE EXCLUDED.SPECIAL SERVICES1227 OF 7DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 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. “Boycott Israel” means refusing to deal with, terminating business activities 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. “Company” means a for-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: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 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 Organization, I will immediately notify the City of Denton’s Materials Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 4F4ECAD1-BE66-4B27-A262-2D801FAA6139 Certificate Of Completion Envelope Id: 4F4ECAD1BE664B27A2622D801FAA6139 Status: Completed Subject: City Council Docusign Item - 6590-007 Dannenbaum - Sidewalk Improvements Source Envelope: Document Pages: 24 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 0 Jamie Cogdell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 5/7/2018 3:54:50 PM Holder: Jamie Cogdell Jamie.Cogdell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jamie Cogdell jamie.cogdell@cityofdenton.com Senior Buyer City Of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 5/7/2018 4:00:21 PM Viewed: 5/7/2018 4:00:30 PM Signed: 5/7/2018 4:02:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Danny Everett danny.everett@dannenbaum.com Dannenbaum Engineering Company-Dallas,LLC Security Level: Email, Account Authentication (None)Using IP Address: 69.174.28.34 Sent: 5/7/2018 4:02:08 PM Resent: 5/10/2018 9:24:20 AM Viewed: 5/8/2018 10:00:59 AM Signed: 5/10/2018 10:14:25 AM Electronic Record and Signature Disclosure: Accepted: 5/8/2018 10:00:59 AM ID: c7d4adec-fbec-4d76-8cb9-395d7aea890d Larry Collister Larry.Collister@cityofdenton.com First Assistant City Attorney City of Denton Security Level: Email, Account Authentication (None) Using IP Address: 129.120.6.150 Sent: 5/10/2018 10:14:29 AM Resent: 5/11/2018 11:22:38 AM Resent: 5/22/2018 3:37:03 PM Resent: 5/24/2018 12:54:44 PM Viewed: 5/24/2018 1:44:57 PM Signed: 5/24/2018 1:45:01 PM Electronic Record and Signature Disclosure: Accepted: 9/26/2017 2:27:28 PM ID: 01f5f868-f109-4e29-ad49-21db9046c882 Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 5/24/2018 1:45:03 PM Viewed: 6/6/2018 3:21:51 PM Signed: 6/6/2018 3:23:17 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Using IP Address: 129.120.6.150 Sent: 6/6/2018 3:23:20 PM Viewed: 6/6/2018 5:21:41 PM Signed: 6/6/2018 5:21:58 PM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (None) Using IP Address: 129.120.6.150 Sent: 6/6/2018 5:22:00 PM Viewed: 6/7/2018 9:11:08 AM Signed: 6/7/2018 9:11:52 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 5/10/2018 10:14:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 6/6/2018 3:23:19 PM Viewed: 6/6/2018 3:23:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Sent: 6/7/2018 9:11:54 AM Viewed: 6/7/2018 3:43:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 6/7/2018 9:11:55 AM Viewed: 6/7/2018 10:28:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Pritam Deshmukh pritam.deshmukh@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/7/2018 9:11:56 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/7/2018 9:11:56 AM Certified Delivered Security Checked 6/7/2018 9:11:56 AM Signing Complete Security Checked 6/7/2018 9:11:56 AM Completed Security Checked 6/7/2018 9:11:56 AM Payment Events Status Timestamps 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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Project Limits: WA #5 Denton 2018 Sidewalks 1. 1 6 5 2 12 9 7 8 4 3 11 14 13 Project # Limits Length in Feet 1 Austin Street (from McKinney Street to Oak Street) 340 2 Bell Avenue (from north Driftwood Trail across Drainage Channel) 110 3 Bernard Street (from Parvin Street to Willowwood Street) 2,000 4 Egan Street (from Malone Street to Bryan Street) 250 5 Frame Street (from McKinney Street to Paisley Street) 1,400 6 Londonderry Lane (from Teasley Lane to Westminster Street) 780 7 Loop 288 (from DCTA Rail Line to Brinker Road) 1620 8 McKinney Street - North (from Bell Place to Frame Street) 750 9 McKinney Street – South (from Bell Ave. / RR Avenue to Denton County Courthouse) 1650 10 Nottingham Drive (from East University Drive to Churchill Drive) 3050 11 Old North Road (from East University Drive to W Windsor Drive) 2800 12 West Parkway Street (from N. Elm Street to Locust Street) 320 13 W. University Drive (west of Boyd Street to west of Nottingham Drive) 1420 14 W. University Drive (east of Nottingham Drive to Old North Road) 900 10 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D 6590-007 Lori Hewell Amendment 1 2018 Sidewalks PSA Not Applicable 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DANNENBAUM ENGINEERING COMPANY – DALLAS, LLC CONTRACT NO. 6590-007 THIS FIRST AMENDMENT TO CONTRACT 6590-007 (this “Amendment”) by and between the City of Denton, Texas (“City”) and Dannenbaum Engineering Company – Dallas, LLC (“Consultant”) to that certain contract executed on June 5, 2018, in the original not-to-exceed amount of $183,839.97 (the “Agreement”); for services related to the design of 2018 Sidewalks for nineteen locations in the City of Denton; WHEREAS, the City deems it necessary to further expand the services provided by Consultant to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $135,715.59 with this Amendment for an aggregate not-to-exceed of $319,555.56 WHEREAS, the City deems it necessary to further expand the goods/services provided by Consultant to the City; NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for professional services related to the 2018 Sidewalks, are hereby authorized to be performed by Consultant. For and in consideration of the additional services to be performed by Consultant, the Owner agrees to pay, based on the cost estimate detail attached as Exhibit “A” to this Amendment, a total fee, including reimbursement for non-labor expenses an amount not to exceed $135,715.59 2. This Amendment modifies the Agreement amount to provide an additional $135,715.59 for the additional services with a revised aggregate not-to-exceed total of $319,555.56 The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D 2 “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: ______________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY By: ________________________________ “CONSULTANT” DANNENBAUM ENGINEERING COMPANY – DALLAS, LLC By: _________________________________ AUTHORIZED SIGNATURE, TITLE APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: ________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D City Engineer Todd Estes Capital Projects C A P I T A L P R O J E C T S Amendment/Change Order Information Vendor: Dannenbaum Eng. File #6590-007 PO# 185833 Original Amount $183,839.97 Amount Requested $135,715.59 New Total $319,555.56 Requested on 7/12/2019 PUB Date N/A CC Date August, 2019 CMA Account Number (s) 360161467 – Streets/Traffic G.O. - USE 921707250 – Traffic Safety Fund 921708250 – Traffic Safety Fund Requested By Robin Davis Project Name 2018 Sidewalk Improvements Phase/Section Brief Description: Amendment #1 to include: ROW & Temporary Construction Easement Documents where necessary along all project sidewalk locations, field staking and TOPO survey West side of Bell Street. Design of a pedestrian bridge along the south side of McKinney Street sidewalk location between Frame St. and N. Bradshaw St. Investigation and preparation of Geotechnical report for pedestrian bridge More detailed description of these additions attached in Exhibit A Brief Description of prior Amendment(s)/Change Order(s): N/A Approved by: ___________________________________________ Date: _______________ Todd Estes or Pritam Deshmukh Exhibit A DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D DANNENBAUM ENGINEERING CORPORATION 3030 LBJ Freeway , Suite 910 Dallas, Texas 75 234 972 239 2002 Memo To: Giancarlo Patino CC: From: Danny Everett, P.E. Date: 4/12/2019 Re: Denton Sidewalks Projects Amendment #1 Giancarlo, Included with this memo is the submittal for the Amendment #1 for the sidewalk projects Dannenbaum has with the City of Dento n. I have included the scope, fee and schedule for approval. The schedule I prepared anticipates a notice-to-proceed (NTP) of May 1, 2019. However, field and design work has already commenced at the direction of the C ity in an effort to expedite the completion. The geotechnical investigation and report are complete and some items in the amended design are underway as indicated in line 10 of the schedule. We anticipate finalizing the design and submitting to the City for review about the time of the anticipated NTP. Upon completion of the review with the City we can finalize the bid package and prepare for advertisement. There will be approximately six to eight sections that are ready to construct. The remaining sections will require additional ROW or easements. The amendment includes the preparation of these ROW and easement documents that the City will need to acquire as we finalize design and move through the bid phase. As discussed we will be preparing a “Unit Cost Bid” in that we will seek bids that will lock the unit costs for each item for a specified time. The contractor can begin construction on those segments that are clear and then we can release subsequent segments as the necessary ROW/easement documents are obtained. Sincerely, Daniel W. Everett, P.E. DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D EXHIBIT A SERVICES TO BE PROVIDED BY THE ENGINEER FOR THE CITY OF DENTON, TEXAS SIDEWALK IMPROVEMENTS AMENDMENT #1 The following is the scope of services presented by Dannenbaum Engineering Company – Dallas, LLC (Engineer) to the City of Denton (City) amending the original scope of services for the survey and design of sidewalk sections. General Project Understanding The Engineer will be provide engineering services for the design/construction plan set of sidewalks in various locations in the City of Denton. Engineering services will consist of design survey for the areas listed above and the construction plan set required for the sidewalks to be constructed. SCOPE OF ENGINEERING SERVICES I. Topographic Survey – Survey will follow original scope and add the following items: a. Additional topographic survey for 300 LF of Bell Street on the west side. b. 80 easement documents including field staking. c. 18 ROW documents including monumentation. Abstracting research services will be included but no title report will be issued. II. Engineering and Design Services will follow original scope and add/amend the following items: a. General Project Management b. Coordination with: i. City of Denton (Freese and Nichols) ii. Spooner and Associates iii. Adams Engineering iv. Denton Parks for Tree Removal and Replacement v. Denton Municipal Electric c. Existing pedestrian bridge inspection d. Horizontal design adjustments e. Sidewalk grate details for drainage f. Structural details for paving bumpout design g. Austin Street/Oak Street Exhibits h. Unit cost bid plan set III. Geotechnical Engineering a. Geotechnical field exploration and drilling b. Laboratory Testing including: i. Moisture Content Tests ii. Atterberg Limits Tests iii. Gradation Analysis, Washed Sleeve iv. Unconfined Compression Tests c. Geotechnical Report DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D AMENDMENT #1 DEC PS&E SERVICES SUMMARY TOTALS Hrs Fee Hrs Fee Hrs Fee Hrs Fee Hrs Fee AMENDMENT #1 TOTAL 194 30,196.26$ 98,260.00$ 7,155.00$ 135,611.26$ DIRECT EXPENSES 104.33$ 104.33$ -$ -$ -$ -$ -$ -$ -$ -$ Total 194 30,300.59$ 0 98,260.00$ 0 7,155.00$ 0 -$ 0 -$ 135,715.59$ Percent Participation 22.33%72.40%5.27%0.00%0.00%100.00% % PARTICIPATION = NON-DBE 30,300.59$ 22.33% DBE 105,415.00$ 77.67% TOTAL 135,715.59$ 100.00% Construction of Sidewalks Total Construction of Sidewalks PS&E Services =$135,715.59 PRIME SUB - DBE SUB Function Codes Dannenbaum Engineering Company Dallas - LLC Spooner and Associates ECS Dannenbaum Engineering Company Dallas - LLC GRAND TOTAL SUMMARY DEC PS&E SERVICES SUMMARY Develop PS&E for Construction of Sidewalks 1 OF 5 DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D AMENDMENT #1 Total Task Labor Hrs.Cost 0 MANAGE WORK AUTHORIZATIONS (PS&E DEVELOPMENT) (INCLUDING RECORD KEEPING, FILING, ADMINISTRATION, ETC) AND OVERALL QA/QC: 0 RESEARCH / REVIEW EXISTING PLANS & DATA 0 $ - 0 GENERAL PROJECT MANAGEMENT 3 3 $ 633.36 0 CONDUCT PROJECT SITE VISIT (1 SITE VISIT)2 2 4 $ 701.56 0 COORDINATION WITH CITY OF DENTON (FREESE AND NICHOLS)4 4 6 14 $ 2,280.08 0 COORDINATION WITH SPOONER AND ASSOCIATES - SURVEY/ROW DOCUMENTS/EASEMENTS 2 4 16 22 $ 3,254.44 0 COORDINATION WITH ADAMS ENGINEERING 4 4 12 20 $ 3,118.04 0 COORDINATION WITH CITY OF DENTON PARKS (TREE REPLACEMENT/LANDSCAPING)2 4 6 $ 857.46 0 COORDINATION WITH DENTON MUNICIPAL ELECTRIC 2 6 8 $ 1,136.78 0 EXISTING BRIDGE INSPECTION 4 4 $ 844.48 0 HORIZONTAL DESIGN ADJSUTMENTS 1 8 16 25 $ 3,640.96 0 SIDEWALK GRATE DETAILS 1 8 16 25 $ 3,640.96 0 SIDEWALK GRATE STRUCTURAL DETAILS 4 2 8 14 $ 2,377.50 0 STRUCTURAL DETAILS FOR PAVING BUMPOUT DESIGN 1 4 2 8 15 $ 2,588.62 0 AUSTIN STREET - OAK STREET EXHIBITS 1 6 16 23 $ 3,342.14 0 PREPARE - COMBINED OVERALL 100% SUBMITTAL ( 1 SUBMITTAL)1 3 4 $ 568.39 0 QC/QA - COMBINED OVERALL FINAL SUBMITTAL ( 1 SUBMITTAL)1 1 2 $ 370.27 0 ADJUST COST ESTIMATE 1 2 3 $ 490.44 0 ADJUST SPECIFICATION BOOK 1 1 2 $ 350.78 SUB-TOTAL - AMENDMENT ITEMS (PS&E SERVICES) (2 MONTHS)0 26 1 8 43 116 0 194 30,196.26$ NO. OF DWGS SHEET BASIC SERVICES DESCRIPTION Senior Structural Engineer Project Engineer AMENDMENT ITEMS (PS&E SERVICES) (2 MONTHS) Sr. Engineer Tech Admin / ClericalPrincipalProject Manager Senior Engineer MAXIMUM AMOUNT PAYABLE DEC BASIC PS&E SERVICES Develop PS&E for the Construction of Sidewalks Denton, Texas #REF! 2 OF 5 DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D AMENDMENT #1 Total Task Labor Hrs.Cost NO. OF DWGS SHEET BASIC SERVICES DESCRIPTION Senior Structural Engineer Project Engineer AMENDMENT ITEMS (PS&E SERVICES) (2 MONTHS) Sr. Engineer Tech Admin / ClericalPrincipalProject Manager Senior Engineer MAXIMUM AMOUNT PAYABLE DEC BASIC PS&E SERVICES Develop PS&E for the Construction of Sidewalks Denton, Texas #REF! HOURS SUB-TOTALS 0 26 1 8 43 116 0 194 LABOR RATE PER HOUR 298.82$ 211.12$ 159.15$ 240.35$ 149.41$ 139.66$ 64.18$ DIRECT LABOR COSTS -$ 5,489.12$ 159.15$ 1,922.80$ 6,424.63$ 16,200.56$ -$ 30,196.26$ TOTAL -$ 5,489.12$ 159.15$ 1,922.80$ 6,424.63$ 16,200.56$ -$ 30,196.26$ PERCENT LABOR UTILIZATION FOR TOTAL PROJECT (BASED ON FEE)0.00%18.18%0.53%6.37%21.28%53.65%0.00%100.00% PERCENT LABOR UTILIZATION FOR TOTAL PROJECT (BASED ON MANHOURS)0.00%13.40%0.52%4.12%22.16%59.79%0.00%100.00% #REF!GRAND TOTAL 0 26 1 8 43 116 0 194 30,196.26$ $ 104.33 $ 105,415.00 $ - $ 135,715.59 TOTAL DANNENBAUM DIRECT EXPENSES (FROM BELOW) SUBTOTAL BASIC SERVICES SUB CONSULTANTS (FROM BELOW) SUBTOTAL SPECIAL SERVICES (FROM BELOW) GRAND TOTAL - PHASE III SERVICES (DIRECT EXPENSES, BASIC, SPECIAL AND SUB CONSULTANT SERVICES) 3 OF 5 DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D AMENDMENT #1 Total Task Labor Hrs.Cost NO. OF DWGS SHEET BASIC SERVICES DESCRIPTION Senior Structural Engineer Project Engineer AMENDMENT ITEMS (PS&E SERVICES) (2 MONTHS) Sr. Engineer Tech Admin / ClericalPrincipalProject Manager Senior Engineer MAXIMUM AMOUNT PAYABLE DEC BASIC PS&E SERVICES Develop PS&E for the Construction of Sidewalks Denton, Texas #REF! DIRECT EXPENSES FC 160 No. of Submittals Copies per Submittal Unit Fixed Mileage Rate Miles Per Trip Number of Trips 1.00 -$ -$ -$ MILEAGE mile 0.535 65 3 104.33$ -$ -$ -$ -$ -$ -$ -$ 104.33$ DESCRIPTION COST QUANTITY UNIT SPOONER AND ASSOCIATES - ADDITIONAL TOPOGRAPHIC SURVEY $2.50 300 LF SPOONER AND ASSOCIATES - SURVEY - ROW DOCUMENTS (INCLUDES MONUMENTATION)$995.00 18 EA SPOONER AND ASSOCIATES - SURVEY - EASEMENT DOCUMENTS (INCLUDES FIELD STAKING)$995.00 80 EA GEOTECHNICAL - ECS - MCKINNEY STREET BRIDGE FOUNDATION REPORT $7,155.00 1 EA TOTAL ENGINEERING (CONSULTANT) - BASIC SERVICES TOTAL ENGINEERING (SUBCONSULTANT) - SPECIAL SERVICES TOTAL DIRECT EXPENSES BASIC SERVICES (SUBCONSULTANT) 105,415.00$ SPECIAL SERVICES (SUBCONSULTANT) -$ 79,600.00$ 7,155.00$ COST 17,910.00$ 750.00$ 4 OF 5 DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D AMENDMENT #1 Total Task Labor Hrs.Cost NO. OF DWGS SHEET BASIC SERVICES DESCRIPTION Senior Structural Engineer Project Engineer AMENDMENT ITEMS (PS&E SERVICES) (2 MONTHS) Sr. Engineer Tech Admin / ClericalPrincipalProject Manager Senior Engineer MAXIMUM AMOUNT PAYABLE DEC BASIC PS&E SERVICES Develop PS&E for the Construction of Sidewalks Denton, Texas #REF! ASSUMPTIONS 1. SURVEY ROW DOCUMENTS WILL INCLUDE ABSTRACTING SERVICES (NO TITLE REPORT) SPECIAL SERVICES 5 OF 5 DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D ID Task Name Duration Start Finish1Notice to Proceed0 daysWed 5/1/19Wed 5/1/192AMENDMENT 1 DESIGN92 daysWed 4/3/19Thu 8/8/193SURVEY5 daysWed 5/1/19Tue 5/7/194ROW DOCUMENT PREPARATION12 daysWed 5/1/19Thu 5/16/195EASEMENT DOCUMENTATION30 daysWed 5/8/19Tue 6/18/196ROW ACQUISITION60 daysFri 5/17/19Thu 8/8/197GEOTECHNICAL INVESTIGATION AND REPORT10 daysWed 4/10/19Tue 4/23/198PREPARATION OF EXHIBITS FOR AUSTIN STREET6 daysWed 4/3/19Wed 4/10/199CITY REVIEW OF AUSTIN STREET EXHIBITS6 daysThu 4/11/19Thu 4/18/1910100% DESIGN AND SUPPLEMENTAL DESIGN15 daysThu 4/11/19Wed 5/1/1911QA/QC ‐ 100% SUBMITTAL3 daysThu 5/2/19Mon 5/6/1912100% SUBMITTAL0 daysMon 5/6/19Mon 5/6/1913CITY OF DENTON 100% REVIEW9 daysTue 5/7/19Fri 5/17/1914ADDRESS 100% CITY COMMENTS3 daysMon 5/20/19Wed 5/22/1915PREPARATION OF BID/CONTRACT DOCUMENTS3 daysMon 5/20/19Wed 5/22/1916FINAL SUBMITTAL0 daysWed 5/22/19Wed 5/22/1917ADVERTISE FOR BIDS15 daysThu 5/23/19Wed 6/12/1918COUNCIL AWARD OF UNIT BID PROJECT18 daysThu 6/13/19Mon 7/8/1919CONTRACTOR NTP0 daysMon 7/8/19Mon 7/8/19Notice to ProceedAMENDMENT 1 DESIGNSURVEYROW DOCUMENT PREPARATIONEASEMENT DOCUMENTATIONROW ACQUISITIONGEOTECHNICAL INVESTIGATION AND REPORTPREPARATION OF EXHIBITS FOR AUSTIN STREETCITY REVIEW OF AUSTIN STREET EXHIBITS100% DESIGN AND SUPPLEMENTAL DESIGNQA/QC ‐ 100% SUBMITTAL100% SUBMITTAL5/6CITY OF DENTON 100% REVIEWADDRESS 100% CITY COMMENTSPREPARATION OF BID/CONTRACT DOCUMENTSFINAL SUBMITTAL5/22ADVERTISE FOR BIDSCOUNCIL AWARD OF UNIT BID PROJECTCONTRACTOR NTP7/8Mar '19Apr '19May '19Jun '19Jul '19Aug '19Sep '19Oct '19Nov '19Dec '19Jan '20Feb '20Mar '20Apr '20May '20TaskSplitMilestoneSummaryProject SummaryExternal TasksExternal MilestoneInactive TaskInactive MilestoneInactive SummaryManual TaskDuration‐onlyManual Summary RollupManual SummaryStart‐onlyFinish‐onlyDeadlineProgressManual ProgressPRIME: DANNENBAUM ENGINEERING COMPANY - DALLAS, LLCDESIGN SCHEDULECITY OF DENTON SIDEWALKSAMENDMENT #1Page 1 OF 1 PROJECT: CITY OF DENTON SIDEWDATE: Wed 4/10/19DocuSign Envelope ID: 3C6D1A95-1104-41A7-AB43-2BF3C58BFA3D Certificate Of Completion Envelope Id: 3C6D1A95110441A7AB432BF3C58BFA3D Status: Sent Subject: Please DocuSign: City Council Contract 6590-007 Amendment 1 2018 Sidewalks Source Envelope: Document Pages: 12 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Lori Hewell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 lori.hewell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 7/17/2019 9:35:15 AM Holder: Lori Hewell lori.hewell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 7/17/2019 9:41:43 AM Viewed: 7/17/2019 9:41:52 AM Signed: 7/17/2019 9:42:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 7/17/2019 9:42:44 AM Viewed: 7/17/2019 9:43:27 AM Signed: 7/17/2019 9:43:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 7/17/2019 9:43:44 AM Resent: 7/17/2019 2:16:01 PM Resent: 7/30/2019 10:33:04 AM Resent: 7/31/2019 5:42:22 PM Viewed: 8/2/2019 10:11:49 AM Signed: 8/2/2019 10:18:03 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Danny Everett danny.everett@dannenbaum.com Dannenbaum Engineering Company-Dallas,LLC Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 69.174.28.34 Sent: 8/2/2019 10:18:05 AM Viewed: 8/2/2019 10:24:47 AM Signed: 8/2/2019 10:25:10 AM Electronic Record and Signature Disclosure: Accepted: 5/23/2018 7:52:07 AM ID: 7e37ff2d-440b-4563-af7f-c70f2c77ac77 Signer Events Signature Timestamp Todd Estes todd.estes@cityofdenton.com City Engineer Capital Projects Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 129.120.6.150 Sent: 8/2/2019 10:25:12 AM Viewed: 8/2/2019 2:32:46 PM Signed: 8/2/2019 2:33:57 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/2/2019 2:34:01 PM 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 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Paralegal City of Denton Security Level: Email, Account Authentication (None) Sent: 7/17/2019 9:42:43 AM Viewed: 7/17/2019 9:43:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 7/17/2019 9:42:43 AM Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Not Offered via DocuSign Stephanie Neal Stephanie.Neal@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 7/17/2019 2:16:01 PM 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 Annie Bunger annie.bunger@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/2/2019 2:34:01 PM Payment Events Status Timestamps 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 File #:ID 19-2090,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton approving a Consent to Assignment of an Airport Lease between Greenpoint Aerospace Corporation and US Trinity Holding, LLC; and providing an effective date. Council Airport Committee recommends approval (2-0). City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Airport CFO: Antonio Puente, Jr. DATE: September 10, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving a consent to assignment of an Airport Lease between Greenpoint Aerospace, Inc., and US Trinity Holding, LLC and providing an effective date. Council Airport Committee recommends approval (2-0). BACKGROUND The Greenpoint Aerospace, Inc., lease agreement is a 40-year agreement dated December 1, 2004, effective December 1, 2004 to November 30, 2044. The 4.74 acre parcel which includes one, 22,200 square foot hangar, one, 36,000 square foot hangar, 23,300 square foot office, apron and auto parking. US Trinity Holdings, LLC is currently a lessee of the City and is interested in acquiring a larger hangar complex to house their own four existing based aircraft, as well as sublease additional hangar space to new tenant(s). The proposed assignment does not include any renegotiated terms or conditions. Following this lease assignment, Staff anticipates US Trinity Holdings, LLC making a request for an amendment to the lease agreement to expand the permitted aviation-related uses, as well as potential expanding the leasehold premise. OPTIONS 1. Adopt the proposed ordinance approving the assignment of the lease agreement as requested by Greenpoint Aerospace, Inc. and assignee to US Trinity Holdings, LLC. 2. Adopt the proposed ordinance approving the assignment of the Greenpoint Aerospace, Inc. lease to US Trinity Holdings, LLC with additional direction. 3. Take no action at this time. RECOMMENDATION Council Airport Committee recommends Option 1, approving the assignment of the lease agreement as requested. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council approved the lease agreement on December 1, 2004, Ordinance 2004-362. Council approved the first amendment on June 21, 2005, Ordinance 2005-184. Council approved the third [sic] amendment on April 15, 2008, Ordinance 2008-081. Council Airport Committee recommended approval of lease assignment on August 27, 2019 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com FISCAL INFORMATION This property lease is for 4.74 acres of land for a current annual lease rate of $56,429.52. The annual lease rate includes annual Consumer Price Index adjustment and will be adjusted on July 1, 2020. The lease assignment fee of $1,000 has been was remitted. EXHIBITS 1. Agenda Information Sheet 2. Site Map 3. Request to Assign 4. Greenpoint Lease Agreement and Amendments 5. Ordinance – Consent to Lease Assignment 6. Assignee – LLC Information Respectfully submitted: Scott Gray Airport Manager Si te M ap Greenpoint Aeros pac e Inc ., Leas ehold Legend Greenpoint 800 ft N➤➤N © 2018 Google © 2018 Google © 2018 Google 11724 NE 195th Street | Bothell, WA 98011 | Phone 425.828.2777 | Fax 425.827.610550161C(08-18) Transmitted via E-mail GTI-EMB-190816-970 16 August 2019 Mr. Scott T. Gray Airport Manager Denton Enterprise Airport 5000 Airport Road Denton, TX 76207 Reference: Commercial Operator Airport Lease Agreement dated 1 December 2004 between the City of Denton, Texas and Greenpoint Aerospace, Inc. (GAI), as amended and assigned Subject: Airport Lease Agreement Commercial Operator Assignment Request – 5035 Warbird Drive, Denton Enterprise Airport, Denton, Texas Dear Mr. Gray: I hope you are doing well. As you are aware, GAI has been negotiating the sale of its hangar facility located at 5035 Warbird Drive at the Denton Enterprise Airport. We have now reached agreement to sell GAI’s leasehold interest in the hangar facility to the purchaser. Therefore, GAI hereby formally and respectfully requests the City of Denton’s consent to the assignment of the referenced Airport Lease Agreement for the 4.74-acre tract of land and associated improvements (“Airport Lease”). The Airport Lease assignment will be from Greenpoint Aerospace, Inc., a Washington State corporation (“Assignor”) to US Trinity Holdings, LLC, a Texas limited liability company (“Assignee”). The Assignee’s contact information is as follows: US Trinity Holdings, LLC Attn: Mr. Jim Haltom 200 Highland Circle Argyle, TX 76226 940-240-5800 x205 Jim@USTrinity.com Please let us know if any further information is required to facilitate the Airport Lease assignment. If you have any questions, please feel free to contact me or GAI’s broker, Ryan Cox, who is available at 682-225-3262 or Ryan@AirSpaceTexas.com. GTI-EMB-190816-970 Page 2 of 2 11724 NE 195th Street | Bothell, WA 98011 | Phone 425.828.2777 | Fax 425.827.610550161C(08-18) Thank you for your assistance and consideration regarding this transaction. Sincerely, Erin Beck Senior Contracts Manager 425-731-7151 erin.beck@greenpoint.com cc: Sean Kooley, Vice President, Finance Chris Merritt, General Counsel, Safran Passenger Solutions Ryan Cox, President, AirSpace Texas S:\Our Documents\Ordinances\04\Airport Lease-JetWorks.doc ORDINANCE NO. c'~D04- ---~ ~ AN ORDINANCE APPROVING A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND JET WORKS AVIATION, INC. AT THE DENTON MUNICIPAL AIRPORT; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute an airport lease agreement for commercial operator between the City of Denton and Jet Works Aviation, Inc. at the Denton Municipal Airport, in substantially the form of the Airport Lease Agreement which is attached to and made a part of this ordinance for all purposes. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the / ~ ~--~ day of //ff~ ,2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY HERBE. RT~::~U~ ATTORNEY BY: "' ~' - ~ s:\our documents\ordinances\08\jet works air center 3rd amendment ord.doc ORDINANCE NO. BOOS` OIL AN ORDINANCE AUTHORIZING THE CITY MANAGER TO APPROVE A THIRD AMENDMENT TO A COMMERICAL AIRPORT OPERATORS LEASE AGREEMENT APPROVED BY ORDINANCE 2004-362 DATED DECEMBER 1, 2004, BETWEEN THE CITY OF DENTON, TEXAS AND JET WORKS AVIATION, INC. ON APPROXIMATELY 1.912 ACRES OF LAND AT THE DENTON MUNCIPAL AIRPORT; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute a Third Amendment to a Commercial Operator Airport Lease a;;reement between the City of Denton and Jet Works Air Center Management, L.L.C. on approximately 1.912 acres of land at the Denton Municipal Airport, in substantially the form of the 'Third Amendment to the Airport Lease Agreement which is attached to and made a part of this ordinance for all purposes and to exercise all rights and duties of the City of Denton under the Airport Lease Agreement. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ~J~fh _ day of _ ~~' 2008. PER . McNEILL, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY BY:~~~i/~ s:Wur documents\wnVacts\08\jet works air center 3rd amendment mar 2008.doc THIRD AMENDMENT TO THE AIRPORT LEASE AGREEMENT WITH JET WORKS AIR CENTER MANAGMENT, LLC STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § This Third Amendment is made executed to be effective as of the 1~ ~~day of April, 2008 to that certain Airport Lease Agreement between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor" and JET WORKS .AIR CENTER MANAGEMENT, LLC, a Texas limited liability company, hereinafter referred to as "Lessee" which was executed to be effective as of the First day of December, 2004, and subsequently amended on the 21St day of June, 2005 and again on the 16a' day of August, 2005 hereinafter referred to as "Base Lease". WITNESSETH: WHEREAS, the Lessor and Lessee wish to amend the Base Lease to add approximately 2.339 acres to the Base Lease and make certain other changes to the Base Lease; NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree to amend the Base Lease as follows: SECTION 1. Section II. A., D., E., F. "Leased Premises", Section IV. A and C Payments, Rentals and Fees," Section VII "Special Conditions" and Section VIII "Leasehold Improvements" aze hereby amended so as to add the following thereto: II. LEASED PREMISES Lessor, for and in consideration of the covenants and agreements herein contained, to be kept by Lessee, and subject to the conditions contained herein, does hereby demise and lease unto Lessee, and Lessee does hereby lease from Lessor; for the lease term described in Article III, the following described land situated in the City of Denton, Denton County, Texas: A. LAND. A tract of land, being approximately 101,907 square feet drawn and outlined and described on Exhibits "A and B" such exhibits being incorporated herein by reference (the Leased Premises"). Together with the right of ingress and egress to the Leased Premises; and the right in common with others so authorized of passage upon the Airport property generally, subject to reasonable regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers, patrons and invitees. For purposes of this Agreement, the term "Leased Premises" shall include leasehold improvements constructed by the Lessee, but not including certain easements or property owned and/or controlled by the Lessor RUNWAYS AND TAXIWAYS. Because of the present one-hundred thousand (100,000) pound continuous use weight bearing capacity of the Denton Airport primary taxiway and runway system ,Lessee herein agrees to limit all aeronautical activity including landirig, take-off and taxiing, to aircraft having an actual weight, including the weight of its fuel, ofone-hundred thousand 100,000) pounds or less, until such time that the runway and designated taxiways on the Airport have been improved to handle aircraft of such excessive weights. It is further agreed that, based on qualified engineering studies; the weight restrictions and provisions of this clause may be adjusted, up or down, and that Lessee agrees to abide by any such changes or revisions as such studies may dictate. "Aeronautical activity" referred to in this clause shall include any activity of the Lessee or its agents or subcontractors, and its customers and invitees, but shall not include those activities over which it has no solicitory part or control, such as an unsolicited or unscheduled or emergency landing. A pattern of violating the provisions pf this section on two or more occasions shall be sufficient to cause the immediate termination of this entire Lease Agreement and subject Lessee to liability for any damages to the Airport that might result. VII. LEASEHOLD IMPROVEMENTS C. LAND RENTAL. Lessee may begin clearing and grading activities with written approval from the Airport Manager. Lessor shall not be financially liable for any costs should the Federal Aviatior Administration or Texas Department of Transportation (Aviation) not approve the FAA Form 7460 and related development documentation. SECTION 2. Save and except as amended hereby, all the remaining clauses, sentences, paragraphs, sections and subsections of the Base Lease shall remain in full force and effect and shall fully apply to the additional property and improvements and expanded Leased Premises resulting from this Third Amendment of the Base Lease. IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the effective date first above written. CITY OF DENTON, TEXAS, LESSOR BY: ~ GEO GEC. CAMPBELL, ITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY e, JET WORKS AIR CENTER MANAGEMNT, LLC, a Texas limited liability company BY: WA ACKNOWLEDGMENTS THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the ~J_~day of 2008, by George C. Campbell, City Manager of the City of Denton, Texas, on behalf o said municipality. JANE E. RICHARDSON Notary Public, State of Tezas My Commission Expiresal';.~•" June 27, 2009 1~rt'. ~'. ,L~,LI' ~l CI~L/ 9.1rdC~ N ARY PUBLIC, STATE OF TEXAS THE STATE OF TEXAS § COUNTY OF DENTON § This instrLUnent was acknowledged before me on the ~ day of _ L1~ ~ 2008 by Wayne Cecil, Chief Executive Officer, Jet Works Air Center Management, LC, a Texas limited liability company, on behalf of said company. JULIE ANN MULLINS Notary Public, State of Tezasti: +~! My Commission Expires dr May 27, 2009 l~~rl L~uGGG~ N ARY PUBLIC, STATE OF TEXAS S\O",[Jo,"~""\O,di","'o\OSU"W","Amd~", O,ddoc ORDINANCE NO. c:? tJ¡Jf}- leI AN ORDINANCE APPROVING A FIRST AMENDMENT TO A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND JET WORKS AVIATION, INc. AT THE DENTON MUNICIPAL AIRPORT;APPROVING A LEASE ESTOPPEL BETWEEN THE CITY OF DENTON, JET WORKS AVIATION, INC., AND SOUTHWEST BANK, WHICH ALSO AMENDS THE LEASE AGREEMENT AND CONDITIONAL APPROVAL OF AN ESTOPPEL AGREEMENT WITH GREATER EAST TEXAS CERTIFIED DEVELOPMENT CORPORATION (CDC); AND PROVIDING AN EFFECTIVE DATE.WHEREAS, the City Council and Jet Works Aviation, Inc. ("Jet Works") desire to amend that eertain Airport Commercial Operator Lease Agreement between the City and Jet Works ("Lease Agreement") to authorize the lease of additional property and to make other changes in the Lease Agreement; and WHEREAS, the City Council deems it in the public interest to enter into a Lease Estoppel with Jet Works and Southwest Bank and Greater East Texas Certified Development Corporation (CD C), which also amends the Lease Agreement and will facilitate the financing of the improvements to be constructed by .Jet Works under the Lease Agreement; NOW,THEREFORE,THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:SECTION 1. The City Manager or his designee is hereby authorized to execute a First Amendment to that certain Airport Lease Agreement for Commercial Operator between the City of Denton and Jet Works Aviation, Inc. effective December I, 2004 at the Denton Municipal Airport in substantially the fonn of the Amendment which is attached to and made a part of this ordinance for all purposes.SECTION 2. The City Manager or his designee is hereby authorized to execute a Lease Estoppel between the City of Denton, Jet Works Aviation, Inc., and Southwest Bank, which further amends the Lease Agreement, in substantially the fonn of the Lease Estoppel which is attached to and made a part of this ordinance for all purposes.SECTION 3. The City Manager or his designee is hereby authorized to execute a Lease Estoppel between the City of Denton and CDC, which further amends the Lease Agreement which is identical in language to the attached Southwest Bank Lease Estoppel conditioned on the CDC Lease Estoppel being approved and recommended by the Airport Advisory Board.SECTION 4, This ordinance shall become effective immediately upon its S,IO", Doeumcnc,IConcmccsIO51F;"cAmendment-Jet Wocksdoc FIRST AMENDMENT TO AIRPORT COMMERCIAL OPERATOR LEASE AGREEMENT WITH JET WORKS A VIA TION, INC.This First Amendment to that certain Airport Lease Agreement Commercial Operator -between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor"and Jet Works Aviation, Inc., a Texas corporation, hereinafter referred to as "Lessee", executed and effective as of the first day of December, 2004, hereinafter referred to as "Lease".WITNESSETH WHEREAS, Lessor and Lessee desire to amend the Lease to authorize the lease of additional property and make other changes in the Lease as set forth herein.NOW, THEREFORE, for and in consideration of promises and mutual covenants contained in this Agreement the parties agree as follows:SECTION 1. That the first paragraph of subsection A "Land" of Section II "Leased Premises" is hereby amended to read as follows:A. Land. A tract of land, identified as Parcell and Parcel 2, being approximately 1,2.059 acres, drawn, outlined and legally described in Attachment "A", Parcell being approximately 83,286. 7 square feet or 1.912 acres and Parcel 2 being 6,403.3 squarefeet or 0.147 acre, such attachments being incorporated herein by reference (the "Leased Premises"),SECTION 2. That the first paragraph of subsection D "Improvements Provided By Lessee" of Section II "Leased Premises" is hereby amended to read as follows:II. D. IMPROVEMENTS PROVIDED BY LESSEE. On the Leased Premises, Lessee shall construct a hangar/office/shop complex with a minimum of 35,000 square feet. The hangar space shall be a minimum of 18,000 square feet and the office/shop space shall be a minimum of 8, 000 square feet. Lessee shall construct an aircraft staging ramp 20 feet by 290 feet that will access the public ramp south of the proposed facility. Lessee shall also construct appropriate culverts or drainage as required by City ordinances in the utility right of way south and north ofthe proposed hangar as well as other improvements as detennined necessary by City ordinances (All above described improvements to be constructed by Lessee are called the "Lessee's Improvements"). Construction of Lessee's Improvements shall be commenced no later than 270 days and completed no later than 720 days after the Effective Date (the " Construction Period"). Construction of Lessee's Improvements are considered commenced upon issuance of a building permit and construction of any portion'of the hangar/ office/shop complex. Construction of Lessee's Improvements are considered complete upon the issuance of a Certificate of Occupancy for the entire hangar/office/shop complex, and the aircraft staging ramp and drainage and utility improvements are completed, Provided, however, no pennanent structure may be built on Parcel 2 and no equipment may be staged on Parcel 2 until rental payments are initiated on Parcel 2. SECTION 3. Subsection A of Section N "Payments, Rentals and Fees" is hereby amended to read as follows: Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement, the following payments, rentals and fees: A. Land Rental shall be due and payable to Lessor in twelve (12) equal monthly installments in the sums set forth below, on or before the 1 s( day of each and every month during the tenn of this Lease Agreement. Lessee has the option to pay annual rentals and fees in whole on or before the I ,( day of October, at the beginning of the City's fiscal year,each and every year of this Lease Agreement.1. 12-1-2004 thru 1-20-2007:Annual rent shall be a sum equal to $0.20per square foot of the land area contained in the Leased Premises (the "Original Rent"). Monthly rental shall be 1/12'h of the annual rent.Notwithstanding the foregoing, so long as Lessee complies with the construction requirements of Lessee's Improvements contained in Section II.D, and is not otherwise in default of any tenn or condition of this Lease Agreement the annual rent shall be reduced to a sum equal to $0.05 per square foot of the land area contained in the Leased Premises at the time of completion of the Leased Improvements (the "Reduced Rent"). Until such time that the Lessee's Improvements are completed in accordance with Section II.D. Lessee shall pay the Original Rent. After Lessee's Improvements are completed Lessee shall pay the reduced rent through 1-20-2007 and will be entitled to a refund or credit for the amount paid in excess of the Reduced Rent for the pÿriod of this Lease Agreement up to and through the date of completion of Lessee's Improvements.2. 1-21-2007 thru 11-30-2034:Annual rent shall be a sum equal to $0.20 per square foot of land area contained in the Leased Premises as adjusted in accordance with Section IV.c. In this regard the rent beginning 1-21-2007 may be greater than $0.20 per square feet. Monthly rental shall be lI12( h of the annual rent.Notwithstanding the foregoing, the annual lease rental will be reduced by the current lease rate per square foot, as adjusted by the CPI-U referenced in Section N.c., times the number of square feet comprising all easements established in accordance with Section II.E.Provided, however, Parcel 2 shall only receive a rental abatement until such time as the Lessor enters into a lease on the property east of Parcel 2. Should the Lessor receive a bonafide offer from a third party on the property east of Parcel 2, Lessee shall immediately initiate rental payments on Parcell at the Original Rent rate, On the effective date of this Amendment, all rent will be recalculated on the basis of the total square footage shown in Exhibit " A" and Lessee shall immediately pay any past due rent recalculated from the effective date of the Lease,2- ATTEST: JENNIFER WALTERS, CITY SECRETARY BY ¥"\~<~\Ù:D- Å,^APPROVED AS TO LEGAL FORM:EDWIN M. SNYDER, INTERIM CITY ATTORNEY BY:C¡ilb.~JET WORKS A VIA TION, INC.BY: æ ~ L. CHRIS HOSKINS, PRESIDENT ACKNOWLEDGMENTS THE STATE OF TEXAS COUNTY OF DENTON!i . 5t This instrument was acknowledged before me on the,;;'! day of ()riff f / ,2005,by Michael A. Conduff, City Manager of the City of Denton, Texa# on behalf of said municipality. JANE E. RICHARDSON Notary Pubtic, State of Texas My Commission Expires 4, Ü,~:V June 27, 2005 11 @. ilL dLa[~)N ¡ ARY PUBLIC, STATE OF TEXAS 4c THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the R day of ~ ' 2005 by Chris Hoskins, President, Jet Works Aviation, Inc" a Texas corporatlO , on behalf of saId corporation. Q~ ~ I~"~NO AR YPUBLIC, STATE OF TEXAS JULIE ANNMULLINSNotaryPublic. State 01 Texas My Commission Expires Mav 27,2009 5 - LEASE ESTOPPEL This Lease Estoppel (the "Agreement") dated June 21 ,2005 is entered into by the CITY OF DENTON, TEXAS, a municipal corporation (hereinafter called "Lessor"), JETWORKS AVIATION, INC. (hereinafter called "Lessee"), and SOUTHWEST BANK hereinafter called "Lender"). WHEREAS, the Lessee desires to obtain financing through Lender to facilitate the construction of Lessee's Improvements, as defined and more fully described in Section II.D. of the Lease (as hereinafter defined); and WHEREAS, the Lender requires the parties to execute this Agreement before it will provide financing to Lessee, the proceeds of which will be used to build Lessee's Improvements. NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement, the parties agree as follows: ARTICLE 1 - DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: Lease: the Airport Lease Agreement - Commercial Operator - dated December 1, 2004 between the City of Denton, Texas, a municipal corporation, as lessor, and Jetworks Aviation, Inc., a Texas corporation, as lessee, including the First Amendment to Airport Commercial Operator Lease Agreement with Jet Works Aviation, Inc. dated June 2005, and all extensions and modifications thereof and future amendments thereto. Loan Documents: the documents, as modified, that are now or hereafter executed in connection with or as security for the Southwest Bank Loans, including without limitation, any promissory notes, loan agreements, guarantees, deeds of trust, security agreements, certifications, and affidavits. Proiect Prooertv: The leasehold estate in the real property created by the Lease and being more particularly described on Exhibit" A" incorporated herein for all purposes. Southwest Bank Loans: The loans from Lender to Lessee in the original principal amounts of $1,100,000.00 and $770,000.00. ARTICLE 2 - AGREEMENTS Lender has agreed to extend long-term financing in the amount of $1,100,000.00 and short-term financing in the amount of $770,000.00 to Lessee for construction of improvements to the Project Property. The Southwest Bank Loans will be secured, inter alia, by liens against LEASE ESTOPPEL PAGE 1 event of a monetary default and/or comply with the provisions of Paragraph 9 of this Agreement concerning nonmonetary defaults, the fifty percent 50%) reduction in the Purchase Price (as defined in the Lease) provided for in Section VIII.C.4 of the Lease shall not be operative. Provided, however, in the event of any cancellation of the Lease which is not caused by a default of Lessor, Lessee, Lender or any assignee or successor in interest to Lessee shall pay all Lessor's administrative costs of such cancellation, including without limitation, all reasonable attorney's fees, administrative costs and Lessor's staff time associated with such cancellation. 3. Lender's Right to Acquire Leasehold Estate. If there is a default under the Loan Documents, then the Lender will have the right to acquire the leasehold estate through foreclosure or assignment of lease in lieu of foreclosure. The Lender's acquisition of the leasehold estate will not constitute a default or termination of the Lease. 4. Lender's Rights as Lessee. If the Lender acquires the leasehold estate as stated in paragraph 3 above, then it will succeed to the rights of Lessee under the Lease, including without limitation, the right to exercise any options exercisable by the Lessee under the Lease. And in addition, and notwithstanding any provision contained in the Lease to the contrary, the Lender, as lessee under the Lease, will have the right to assign the Lease or to sublease all or any part of the Project Property to a replacement lessee who intends to conduct aeronautical and related activities as required under the Lease, and Lessor's approval of said replacement lessee shall not be unreasonably withheld, conditioned, or delayed. Provided, however, in the event of an assignment of the Lease, Lender or the replacement lessee shall pay all of Lessor's administrative cost of processing such assignment as described in Paragraph 2 herein. 5. Lender's Duties as Lessee. If the Lender acquires the leasehold estate as stated in paragraph 3 above, then it will be obligated to pay rent and to perfonn Lessee's other obligations under the Lease, including paying any delinquent, back rental or other charges and other financial obligations owed as a result of the default. 6. Notice of Defaults. Lessor agrees to give Lender written notice of all defaults under the Lease. Notice of a default will be given Lender within thirty (30) days of the date that Lessor becomes aware of such a default and will identify any default with specifity. If the Lessor fails to give notice of a monetary default within the thirty (30) day period, Lender's liability for payment of accrued rental or other charges will be limited to amounts accrued during a period no longer 'than sixty (60) days preceding written notice of default given to Lender in order to effect the cures provided in paragraphs 8 and 9 below. Any notice given by one party to the other in conneCtion with this Agreement shall be in writing, shall be deemed to be given on the date actually received, and shall be sent by certified mail, return receipt requested, with postage fees prepaid, or via facsimile as follows: LEASE ESTOPPEL PAGE 3 LESSOR:City Manager City of Denton 215 E. McKinney Street Denton, Texas 76201 Fax No. (940) 349-8596 LESSEE:Chris Hoskins, President Jetworks Aviation, Inc. 400 Gulf Stream Road, 9S Fort Worth, Texas 76106 Phone (817) 626-4584 Fax No. (817) 626-1928 With a copy to: Morton L. Herman Cantey & Hangar L.L.P. Burnett Plaza, Suite 2100 801 Cherry Street, Unit #12 Fort Worth, Texas 76102-6881 Fax No. (817) 877-2807 LENDER:Southwest Securities Bank 3737 Southwest Loop 820 P.O. Box.962020 Fort Worth, Texas 76162-2020 Attn: Debra L. Cheek, Assistant Vice President Fax No. (817) 292-6725 7. Lender's Right to Cure Defaults. The Lender shall have the right to cure any or all defaults under the Lease. 8. OpJlortunitv to Cure Monetarv Defaults'. In the event of a material monetary default under the Lease, Lessor agrees to give Lender a period of 60 days to cure the default before exercising any of its remedies under the Lease. The first day of the sixty day period is the day Lender actually receives the default notice. 9. Oooortunitv to Cure Non-Monetarv Defaults. In the event of a material non-monetary default under the Lease, Lessor shall take no action to exercise its remedies under the Lease if within sixty (60) days following receipt by the Lender of a default notice: (i) the Lender has cured any non-monetary defaults that are susceptible of being cured by it (by way of example but not limitation, Lender will not be required to cure any default of Lessee under Paragraph XIII of the Lease caused by a Lessee bankrupty); and (ii) the LEASE ESTOPPEL PAGE 4 Lender has commenced all necessary action to obtain possession of the Project Property, the Lender is diligently proceeding to obtain possession of the Project Property, and any rental and other amounts due under the Lease, with all interest, penalties and other charges that may be due under the Lease, have been and continue to be paid to Lessor. 10. Subordination of Landlord's Lien. Lessor agrees all rights to maintain or enforce a statutory or contractual landlord's lien, security interest, or any other claim against Lessee's personal property located on the Project Property shall be subordinate to the liens of the Lender on such personal property provided Lender pays any delinquent rentals accrued, subject only to the limitations contained in Section 6 hereof. II. Condemnation Awards and Hazard Insurance Proceeds. Lessor and Lender agree that notwithstanding the provisions of the Loan Documents between the Lender and Lessee dealing with the control and application of any condemnation award or casualty insurance proceeds, that as between the Lessee and Lender, it is agreed that in the event of damage or loss to the Project Property, which loss or damage is covered by hazard insurance, the Lender, at Lender's discretion, will utilize hazard insurance proceeds under its control to the extent available to either: a) Fully repair any loss or damage to the Project Property and the underlying premises to the condition it was in immediately prior to the hazardous event causing the loss or damage for which the insurance proceeds were received; or b) Remove any damaged Project Property, including debris, to ground level, and including the foundation of buildings, if requested by Lessor, but not including removal of piers below ground level and otherwise deliver up the Lease premises in as good condition as existed at the inception of the Lease, reasonable wear and tear excepted. 12. Conflicts. In the event of a conflict between the terms of the Lease and this Agreement, the terms of this Agreement will control, provided that all terms of the Lease which are not in conflict with this Agreement shall remain in full force and effect. 13. Binding Effect. This Agreement shall be binding upon the undersigned and their successors, assigns, and legal representative. This Agreement is intended to benefit and may be enforced by the Lessor, the Lender and their successors, assigns, and legal representatives. This Agreement is given to assure the Lender and its successors and assigns, as to the interpretation of certain Lease provisions affecting the Lender's interests. It is not intended to confer nor shall it confer any right or benefit upon the Lessee or any third party other than Lender. LEASE ESTOPPEL PAGE 5 A1RPORT LEASE AGREEMENT COIvIMERCIAL OPERATOR Lease Agreement is made a~ executed to be effective as of the First day of Decomber, 2004 (the "Effective Date") at Denton, Texas, by and between the City of Denton, Texas, a municipal corporation, hereinalter referred to as "Lessor", and Jet Works Aviation, Inc., a Texas corporation, here~na~er referred to aa "Lessee". W1TNESSETH: WHEREAS, Lessor now owns, controls and operates the Denton Municipal Ahport the "Airport") in the City of Denton, County of Denton, State of Texas; and WHEREAS, Lessee desires to lease catain premises at thc Airport and construct and maintain an aircraft hangar and related aviation facilities thereon; NOW, THEREFORE, for and in consideration of the promises md the mutual covenants contained in this Agreement, the parties agree as follows: NOTWITHSTANDING ANY LANGUAGE TO TI-Il/ CONTRARY I-II/REINAFTER CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION SHAI J. BE BINDING. A. PRINC, IPI.R.q C~F OPRRATIIDN.R The right to conduct aeronautical and related activities for fum/shlng saxdces to the public is granted to Lessee subject to Lessee agreeing: 1. To fum/sh said serviees on a fair, exlual and not unjustly discriminatory basis to all users thcrcof; and 2. To charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided, that Levee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. B. N13N-r)I,qCRIIvrINATI('}N'~ Lessee, for itself, its pea-sonal representatives, successor, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant l~mning with the land that: 1. No person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits ot; or be otherwise subjected to discrimination in the use of said facilities; 2. In the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; Lessee shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretsry, P~t 21, Nondiscrimi- nation in Federally assisted program~ of the Department of Transportation - Effectual of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. C. RTGI-IT OF INT)IVB3TTALq TCI MAIN-TATI~' AIRC~AI~F It is clearly understood by Lessee that no right or privilege has been granted which would operate to prevent any person, firm or enrporatlon operating aireraR on the Airport fi'om performing any services on its own aircraft with its own regular employees (including, but not limited to, maintenance and repair) that it may choose to perform. D. Iq'oN-R~CI.IIRIVR I~IGI-IT It is understood and agreed that nothing her64~ contained shall be construed to grant or authorize the granting of an exclusive fight within the meaning of Title 49 U.S.C. Appendix §1349. E. PTIRI,TC~ AR~'.A~ Lessor reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or views of Lessee, and without interference or hindrance. Lessor shall be obligated to maintain and keep in good repair the landing area of the Airport and all publicly owned facilities of thc Airport, together with the tight to divot and control all activities of Lesse~ in this regard. During time of war or national emergency, Lessor shall have the righ~ to lease the landing area or any part thereof to the United States Gow~,~nt for military or naval use, and, if such lease is executed, the provisions of this iusinunent insofar as they are inconsistent with the provisions of the lease to the Government, ~hall be suspe~lecL Lessor reserves the right to take any action it considers necessmy to protect the aerial approaches of the Airport agaln~t obstruction, together with the right to prevent Lessee from erecting or permitting to be erected, any building or other stmotore on or adjacent to the Airport which, in the opinion of Lessor, would limit the usefulness or safety of the Airport or constitutc a hazard to aircraft or to aircraft navigation. Thehangar/office/shop complex as currently proposed as provided in Section ILD. does not violate this provision.5. This Lease Agreement shall be subordinate to the previsions of any existing future agreement between Lessor and the United States or agency thereof, relative to the operation or maintenance of the AirporL Lessor, for and in consideration of the covenants and agreements herein contained, to be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby lease from Lessor, for thc lease i~m described in Paticle NI, the following described land situated in Denton County, Texas: A. r ~,d A tract of land, being approximately 200 feet by 275 feet by 240 feet by 270 feet or 1.3636 acres, drawn and outlined on Attachment "A", and legally described in Attachment "B" as Parcel 1, such attachments being incorporated herein by reference (the Leased Premises"). Together with the right of ingress and egress to the Leased Premises; and the right in common with others so authorized of passage upon the Airport property generally, subject to reasonable regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers, patrons and invitees. For proposes of this agreement, the term Leased Premises" shall mean all property located within tho metes and bounds described and identified within Attachment "B", including lessehold improvements constructed by the Lessee, but not including certain easements or property owned and/or controlled by the Lessor. A legal description of the leased premises is not currently attached as Attachment "B". Lessee shall deliver to Lessor no later then 30 days after the date of this Agreement a legal description of the leased premises accurately describing the leased premises that is acceptable to Lessor. If Lessee fails to do so, Lessor at its option may terminate this Agreement, in which case it will have no further force and effect. The approved legal description will be attached to this Agreement as Attachment '~". B. Ri~oht of Firgt Refi,~l. SO long as Lessee is in compliance with all construction requirements pertaining to Lessee's Improvements as set forth in Section liD. below and is not in default of any term or condition of this Lease Agreement,, Lessee shall have a right of first refusal (the '~dght of First Refusal'')to lease Parcel 2 which is more particularly described in Attachment "A'or any portion thereof to which Lessor receives a written offer to lease (the "Offer to Lease"). The Right of First Refusal ghall be effective for a period of three (3) years aRer the Effective Date (the "Option Period"). Should Lessor receive an Offer to Lease from a third party during the Option Period that Lessor has an interest in conslmlmating~ Lessor shall give Lessee a written notice of such Offer to Lease along with a copy of said Offer to Lease (the "Notice"). If Lessee desires to exercise its Right of First Refusal it shall no later than 45 days after the receipt of the Notice tender to Lessor a signed written lease with identical terms and conditions as are contained in the Offer to Lease (the "Dead Line'S. If Lessee falls to meet the Dead T,ine, the Right of First Refusal will be null and void and of no further force and effect. C IMPROV~.~g pI~OVTDF. DR¥ T.F.~r ~e o~y ~prov~ pro~d~ by sor, exert ~ sot fo~ ~ ~cle ~F. "A~s to U~fi~" below, shall be ~ renews: or ~ con~u~ p~annln~ effo~ ~ ~ T~ D~ent of T~po~fio~ A~afion Di~sion ~OT) to completo ~ planned o~ion of ~e no~ t~inal ~n d~ic~ ~ ~ on A~t ~ ~e ~sor ~ ~mplc~ ~o ~cfion of ~ p]ann~ ~n e~ion prior to ~s~'s ~mpl~on of ~s~'s ~v~, s~j~t to e ~pt of ~g ~m Tex~ D~t of T~o~on ('~of% Sho~d T~ot not provide ~ n~ ~g ~ ~ ~ m~t ~s de~dllne ~ ~ssor ~ ~1~ a posen ofplnnn~ ~mn e~on ~t is at 1~ 1~ f~t ~de ~j~t ~ ~'s ~g~ facifi~ on P~cel 1, ~g m 50 f~ ~de ~ p~de ~s m T~way ~p~ ~en or r~ives ~e n~ess~ ~g ~om T~o~ ~sor ~ ~mpl~e ~e r~ain~ of plied ~n ~on. Lessor ghall complete conatmction of water utility infrastructure for a looped extension for a rainimmn six-inch water line approximately 1,000 feet in length prior to the is~!ance of a certificatc of occupancy for Lessee's Improvements. The term "Lessor improwanents" shall mean those things on or adjacent to the Leased Premises belonging to, constructed by, or to be constructed by the Lessor. Unless otherwise noted herein, all Lessor improvements are and will remain the property of Lessor. All Lessor improvements must be described in detail above, or above ref~r~lced and attached to this Agreement in an exhibit approved by Lessor. D.. TMPROVlq, MI~qTg PROVII3RDRVT.P. ggRR. On the Leased PR~mises, Lessee shall construct a hangar/office/shop complex with a minimum of 26,000 square feet. The hangar space shall be a minimum of 18,000 square feet and the office/shop space shall be a minim~ml of 8,000 square feet. Lessee shall constntct an aircraft staging ramp 20 feet by 270 feet that will access the public ramp south of the proposed facility. Lessee shall also construct appropriate culverts or drainage ag ~equired by City ordinances in the utility fight of way south and north of'the proposed hangar ag well ag other improvements ag det~t inlned necessary by City ordinances (All above described improvements to be constricted by Lessee are cared the 'q-eagee's Improvements"). Construction of Lessee's Improvements shall be commenced no later than 270 days and completed no later than 720 days aRer the Effective Date (the "Construction Period''). Construction of Lessee's Improvements are considered commenced upon issuance of a building permit and construction of any portion of the hangar/office/shop complex. Construction of Lessee's Improvements arc considered complete upon the issuance of a Certificate of Occupancy for the entire hangar/office/shop complex, and the aircraft staging ramp and drainage and utility improvements am completed. Notwithstanding anything contained in this Lease Agreement to the contrary, a failure to complete the Lessee's Improvements within the Construction Period may, at the sole option and discretion of the Lessor, result in the immediate termination and cancellation of this Lease Agreement upon 30 days written notice of cancellation to Lessee. In such case Lessee's rights under the Lease Agreement will immediately cease and be forfeited, and all of Lessee's Improvements shah immediately become the property of Lessor at no cost, expense or other compensation paid by Lessor to Lessee; and Lessee shah immediately vacate the Leased Premises. E. ~.AgI~.MRNWg Lessor and Lessee by mutual agreement may establish, on the Leased Premises, easements for public access on roads and taxiways. F. ACc~.,q.q TO ITT1T.ITrI~.g. Lessor re'presents that there aro water, sewer and 3- phase el~ricity lines w/thin close proximity to the Leased Promises available to "tap-in" by Lessee, and that the same are sufficient for usual and customary service on the Leased Premises. The term of this Lease Agreement shall be for a period of thirty (30) years, eom- mencing on the 1st day of December, 2004 end continuing through the 30~ day of November of 2034, unless earlier terminated under the provisions of the Lease Agreement the '~ase Term"). Lessee has the option to renew for two (2) additional ten (10) year terms. In order to exercise the first option Lessee must provide written notice to Lessor of its intent to exercise the first 10 year option no later than 180 day before the expiration of the 30 year primary term. To exercise the second option such written notice must be provided no latc~ than 180 days before the expiration of the first 10 year option tv~m. The rental and terms to be negotiated for the option terms shall be reasonable and consistent w/th the then value, rentals and terms of similar property on the A/rport. IV. PAYMIq3~g: RFi3NTALg A'NID lq'Rl~,q Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement, the following payments, rentals and fees: A. l,a-tI r~ntsl shall be due and payable to Lessor in twelve (12) equal monthly inslallments in the sums set forth below, on or before the 1st day of each and every month during the tcrm of this Lease Agreement. Lessee has the option to pay annual rentals and fees in whole on or before the 1st day of October, at the be~nning of the City's fiscal year, each and every year of this Lease Agreement. Annual rent shall be a sum equal to $0.20 per square foot of the land area contained in thc Leased Premises (the "Ol'j~nal Rent'). Monthly rental shall bo 1/12~ of the annual rent. Notwithstanding the foregoing, so long as Lessee oomplies w/th the consh'uctiun requirements of Lessee's Improvements contained in Section II D. and is not otherwise in default of any term or condition of this Lease Agreement the annual rent sh,-dl be reduced to a sum equal to $0.05 per square foot of the land area contained.in the Leased Premises at the time of completion of the Leased Improvements (the Reduced Rent"). Until such time that the Lessee's Lmprovements are completed in accordance with Section ll.D. Lessee shall pay the Original Rent. A~er Lessee's Improvements are completed Lessee shall pay the reduced rent through 1-30-2007 and will be entitled to a refund or credit for the amount paid in excess of the Reduced Rent for the period of this Lease Agreement up to and through the date of completion ofLessee's Improvements. 12-1 i2007 thru 11 oqO-20q4: Annual rent shall be a sum equal to $0.20 per square foot of land area contained in the Leased Premises as adjusted in accordance with Section IV.C. In this regard the rent beginningmt2-1-2007 may be greater than $0.20 per square feet. Monthly rental shall be 1/12 of the annual rent. Notwithstanding the foregoing, the aunual lease rental will be reduced by the current lease rate per square foot, as adjusted by the CPI-U referenced in Section IV.C, times the number of square feet comprising all easements established in accordance with Section 1I.E.. B. T.R~q~qOR IMPROVR~q RBTNTAI.q. NONE: improvements on the Leased Premises. There are no Lessor C. PAVAffF[,NT:p~.NAT.T¥. AD.IILqTM1RNT~q All payments due Lessor from Lessee shall be made to Lessor at the offices of the Finance Department of the City of Denton, Customer Service Division, 601 West Hickory, Denton, Texas, unless otherwise designated in writing by the Lessor. If payments are not received on or before the 15th day of the month, a five percent (5%) penalty will be due as of the 16th. If payments are not received by the first of the subsequent month, an additional penalty of one percent (1%) of the unpaid rental/fee mount will be due. A one percent (1%) charge will be added on the fa'st of each subsequent month until the unpaid rental/fee payment is made. The Original Rent for the Leased Premises shall be readjusted at the end of each one year period during the Lease Term on the basis of the proportion that the then current United States Consumer Price Index for all urban consumers (CPI-U) for the Dui[as-Fort Worth Bureau of Labor Statistics bears to the previous odd month 2004 index (September), which was 179.7 (1982-84 = 100). Each rental adjustment, if any, shall occur on the 1st day of October, beginning 2006, and every other year thereafter on such date. The adjustments in the yearly rent shall be determined by multiplying the Original Rent by a fraction, the numerator of which is the index number for the last month prior to the adjustment, and the denominator of which is the index number applicable at the execution of this Lease Agreement. If the product of rids multiplication is greater than AIRPORTLEASEAGREEMENTJetWorl~ - Page 6 the Original Rent, Lessee shall pay this greater amount as the yearly rent until the time of the next rental adjustment as called for in this section. If tho product of this multiplication is less than tho Original Rent there shall b~ no adjustment in the anmlal rent at ~ time, and Lessee shall pay the previous year's annual rent until the time of the next rental adjustment as called for in this section. In no event shall any rental adjustment called for in this section result in an annual rent less than the previous year's annual rent. The adjustment shall be limited so What the annual rental payment detgii;ilmxi for any given two-year period shall not exceed the annual rental payment calculatcd for the previous CPI adjustment by more than twenty [greent (20%) percent. If the consumer price index for all urban consumers (CPI-U) for the Dallas-Fort Worth geographical region, as compiled by the U.S. Depai~nent of Labor, Bureau of Labor Statistics, is discontinued during the Lease Te~m, thc remaining rental adjustments called for in this section shall be made using the formula set forth above, but by substituting the index numbers for the Consumer Price Index-Seasonally Adjusted U.S. City Average For All Items For All Urban Consumers (CPI-U) for the index numbem for the CPI-U applicable to the Dallas-Fort Worth geographical region. If both the CPI-U for the Dallas- Fort Worth geographical region and the U.S. City Average are discontinued during the Lease Twin, the ren~aining rental adjustments called for in this section shall be made using the statistics of the Bureau of Labor Statistics of thc United States Depar~nent of Labor What are most nearly comparable to thc CPI-U applicable to the Dallas-Fort Worth geographical region. If the Bureau of Labor Statistics of thc United States Depmlment of Laber ceases to exist or ceases to publish statistics concerning the purchasing power of the consumer dollar during the Lease Term, the remaining rental adjustments called for in this section shall be made using the most nearly comparable statistics published by a recognized financial authority selected by I_~ssor. A. ][l.qR OF I.F.A.ql~]3 PRI~.MIgI~q. Lessee is granted the non-exclusive privilege to engage in owner/operator activities providing the following aviation services: 1. C~er~l Aimmfl' Malnt~nanc~.: L~see is granted the non-exclusive right to conduct aLrframe and power plant maintenance. Avlnnies: Lessee is granted the non-exclusive right to provide for the sale, installation and maintenance of ahuratl avionics and associated electrical equipment 3. 14a"gar g?ee le~Lqing Lessee is granted the non-exclusive right to rent hangar space. 4. Office g?ee Te~slng Lessee is granted the non-exclusive right to rent office space. 5. Aimm0.li~l~r~ Lessee is granted the non-exclusive right to rent space for the repair, restoration, or reimtallafion of aircraft interior components. Lessee, its tenants, employees, invitees and guests ~hal! not be authorized to conduct any sewices not specifically listed in this Lease Agreement. The use of the Leased Premises by Lessee, its tenants, employees, invitees or guests shall be limited to only those private, commercial, retail or industrial activities having to do with or related to airports and avia- tion. Except as specifically authorized in this Lease Agreement, no person, business or corporation may operate a commercial, retail or industrial business upon thc Leased Premises or upon the Airport without a lease or license f~om Lessor authorizing such commercial, retail or industrial activity. The Lessor shall not u~reusonably withhold authorization to conduct aeronautical or rclated services. B. STANDARD,R Lessee shall meet or exceed the following standards: Arlar~ Lessee shall file with the Airport Manager and keep current its n~illng addresses, telephone numbers and contacts where it cea be reached in 2. t.int. Lessee shall file with the Airport Manager and keep current a list of its tenants and sublcssees. Conrh,et. Lessee aball contractually require its employees end sublessees (and sublessee's invitees) to abide by the terms of this Lease Agreement. Lessee shall promptly enforce its contractual tights in the event of a default of such covenants. Utilifien; Ta~e~ and g~n. Lessee shall meet all expenses and payments in connection with the use of the Leased Premises and the rights and privileges herein granted, including the timely payment of utilities, taxes, p~.~.t fees, license fees and assessments lawfully levied or assessed. r.awn_ LeSSee shall comply with all current and future federal, state and local laws, rule~ and regulations which may apply to the conduct of business contemplated, including rides, regulations and ordinances promulgated by Lessor, and Lessee shall keep in effect and post in a prominent place all necessary and/or required licenses or permits. Ma;nto~anea' nC Pm?ny. Lessee shall be ~mible for ~e m~t~ce, r~ ~d ~ke~ of ~ pr~, b~ld~, s~c~ ~d ~ov~, clud~g ~e mo~ or e~on of ~s ~d o~ vege~fion on ~e iges, ~d shall ke~ &e ~ ~s~ n~ cl~ ~d ~ p~le con~fio~ ~e ~om my objecfio~ m~ or ~ ~clu~ or debHs. ~e a~ not ~ ufi~e or p~t o~e~ ~ u~!ize ~ on e ~ Pm~es wMch ~ loc~ on ~c o~ide of ~y ~ or b~g for ~e stsc of ~k~ or p~m~fly ~1~ ~, ~ p~, au~omob~es, ve~cl~ of ~y ~e, or my o~ ~pm~t or i~s which would distract fiom the appearance of thc leased premises. Lessee agrees that at no time shall thc Leased Pr~mises be used for a flea mafl~et type sales operation. Pninfin~ oFl~nilc]in~ During the Lease Term of this Lease Agreement and during each cxtemion, Lessor shall have the right to require, not more than once every five years, that the metal exterior of hangar(s) or building(s) located on the Leased Premises be repainted. The Lessor may require Lessee to ~aint said exteriors according to Lessor's specifications (to specify color of paint, quality of wor~nanskip and the year and month in which the hangar(s) or building(s) are to be painted, if needed.) Lessee ~hall complete the painting in accordance with such specifications within one (1) year of receipt of notice from Lessor. Lessee agrees to pay all costs and expense involved in the lumgar or building painting process. Failure of Lessee to complete the painting required by Lessor, within the one (1) year period shall constitute Leasee's default under this Lease Agreement. 1 }'pm~thnH~ecl 11~R tlr T e~efl Premise& Les$ee ~ay ~o: ~ ~y of ~e ~ P~s~ for ~y ~e not au~o~ h~ ~ess ~sor ~v~ ~ ~or R~ appmv~ of ~h ~fio~l ~e. Wi~out liming ~e fo~o~g ~e not be ~ for ~e op~on of a motel, hote~ t~t, p~vate cl~ or b~, ap~t ho~e, ~e of re~on~ v~cl~, automobile, or m~e ve~cl~, or for ~du~ ~mm~ re~h or o~ p~os~, except ~ ~ h~. F~wellin~ It iS expressly understood and agreed that no dwelling or domicile may be built, moved to or established on or within the Leased Premises nor may lessee, its tenants, employees, invitees, or guests be pwmitted to reside or remain as a resident on or within the Leased Premises or other Airport premises.. Lessee may have a pilot lounge, including restroom and shower facilities for use by ~ght crew and passengers. 10.Q~fit Pn~e~inn Lessee ~hall quit possession of the Leased Premises at the end of the Lease T~m or any renewal or extension thereof~ or upon eaneeliation or termination of the Lease Agreement, and deliver up the Lease Premises to Lessor in as good enndition as existed When possession was taken by Lessee, reasonable wear and tear excepted. 11. ]'r~demnlty. Lessee must indemnify, hold harmless and defend the Lessor, its officers, agents and employees, from and against liability for any and all el,ling, liens, suits, demands and/or actions for damages, injuries to persons including death), property damage, (including loss of use), and expenses, ineinding court costs, aRomeys' fees and other reasonable costs, occasioned by or incidental to the Lessee's occupancy or use of the Leased Premises or the Airport and/or activities conducted in connection with or incidental to this Lease Agreement, including all such eanses of action based on common, 12. 13. constitutional or statutory law, or based in whole or in part upon the negligent or intcntional acts or omissions of Lessee, its officers, agents employees, invitees or other persons. Lessee must at all times exercise reasonable precautions on behalf of, and bc solely responsible for, the safety of its officers, ~mployees, agents, customers, visitors, invitees, licensees and other persons, as well as thcir property, while in, on, or involved in any way with the use of the Leased Promises. The Lessor is not liable or responsiblc for the negligence or intentional acts or omissions of the Lessee, its o~cers, agents, employees, agents, customers, visitors and other persons. The Lessor shall assume no responsibility or liability for harm, injury, or any damaging events which arc directly or indirectly attributable to premise defects, whether real or alleged, which may now exist or which may hereafter arise upon the L~ascd Premises, responsibility for all such defects being expressly assumed by the Lessee. Thc Lessee agrees that this indemnity provision applies to all claims, suits, demands, and actions arising from all premise d¢£ects or conditions. hem~e~l,~. Lessee agrees to prop~ly store, collect and dispose of all chmnicals and chemical residues; to properly store, confine, collect and dispose of all paint, includiug paint spray in the atmosphere, and paint products; and to comply with all Local, State and Federal regulations governing the storage, ha~dllng or disposal of such chemicals and paints. Further, the Lessee shall be solely responsible for all dischargcs, whcthcr aecidentsl or intentional, of any chemical and for the costs associated with the cleanup, remediation and disposal of said chemicals. 14s~ar~n~s Ac. firefly. Should Lessee violate any law, rule, restriction or regulation of the City of Denton or the Federal Aviation Administration, or any other regulatory authority, or should the Lessee engage in or permit other persons or agents to engage in activities which could produce hazards or obstruction to air navigation, obstructions to visibility or interference with any aircraft navigational aid station or device, whether airborne or on the ground, than Lessor shall state such violation in writing and deliver writtan notice to Lessee or Lessee's agent on the Leased Premises, or to thc person(s) on thc Leased Premises who are causing said violation(s), and upon d~livery of such written notice, Lessor ~hall have the right to demand that the pa~on(s) responsible for the violation(s) cease and desist from all such activity creating the violation(s). In such event, Lessor .~hall have the right to demand that corrective action, as required, be commanced immediately to restore the Leased Premises into conformance with the particular law, role or aeronautical regulation being violate~ Should Lessee, Lessen% agent, or the person(s) responsible for the violation(s) fail to cease and desist l~om said violation(s) and to immediately commance correcting the violation(s), and to complete said corrections within twanty-four (24) hours following written notification, then Lessor shall have the fight to anter onto the Leased h=mises and correct the violation(s) at the sole cost and expanse of Lessee, and Lessor shall not be responsiblc for any damages incun-ed to any improvemants on the Leased Premises as a result of the corrective action process. In addition, such violation shall be considered a material default by Lessee authorizing Lessor, at its sole option and discretion, to immediately terminate and canccl this Lease Agreemant. C. gTCvNS. No signs, posters, or other similar devices ("Si~nage") shall be placed on the exterior of the lease Improvemants or on any portion of the Leased Premises or Akport property without the prior written approval' of Lessor. Lessee, at its sole expense, shall be responsible for the creation, installation and maintenance of all such Signagc. Lessee shall pay to Lessor any and all damages, injuries, or repairs resulting from the installation, maintenance or repair of any such Signage. Any Signagc placed on the Leased Premises shall be maintained at all times in a safe, neat, sightly and good physical condition. All signage shall be removed from thc Leased Plemises by Lessee immediately upon receipt of instructions for removal of same from Lessor, including without limitation, upon expiration or termination of this Lease Agreement. If Lessee fails to remove the Signage than Lessor may do so at tho sole cost and expense of Lessee. Lessee .~hall be permitted the right to place two wall signs, no greater than thirty-two square feet each, idantifying the commcrcial hangar operation. All signage shall comply with all applicable ordinances including the City of Denton sign ordln~nce." D. ENTRY. Lessor and its designees shall have the right to anter the Leased Premises upon reasonable advance notice (written or oral) and at any reasonable times for the purposes of inspecting the Leased Premises, performing any work wkich Lessor elects to perform under this Lease Agreemant, and exhibiting thc Leased Premises for sale, lease, or mortgage. Nothing in this section shall imply any duty upon Lessor to do auy work, which under any other provision of this Lease Agreement Lessee is required to perform, and any performance by Lessor shall not constitute a waiver of Lessee's default. Lessor hereby agrees as follows: A. p~AC~.I~N. RNIOV/Vm. NT Upon on payment of all rent, fees, and performance of the covenants and a~ements on the p~rt of Lessee to be performed hereunder, Lessee hall peaceably hold and enjoy the Leased Prc~nises and all fights and privileges herein B. COMPIJANC. P. Lessor warrants and represents that in the establL~hment, conslxuction and operation of the Airport, that Lessor has heretofore and at this time is complying with all existing rules, regulations, and criteria distributed by the Federal Aviation Admlni~xation, or any other governmental authority relating to and including, but not limited to, noise abatement, air fights and easements over adjoining and contiguous area~, over-flight in landing or takeoff~ to the end that Lessee will not be legally liable for any action of txespass or simJlax cause of action by virtue of any aerial operations of adjoining property in the course of normal take-off and landing procedures from the Airport; Lessor further warrants and represents that at all times dtuing the Lease Term, or any renewal or extension of same, that it will continue to comply with the foregoing. VIL RP~CIA T. ~C~'NDVPICiKIR It is expressly understood and agreed by and between Lessor and Lessee that this Lease Agreement is subject to the following special t~tms and conditions. R~-vVA¥~ AND TAYIWA¥.~. Because of the present sixty thousand (60,000) pound continuous use weight bearing capacity of the taxiway of Lockheed, Lessee heroin agrees to limit all aeronautical activity including landing, take-off and taxiing, to aircraf~ having an actual weight, including the weight of its fuel, of sixty thousand (60,000) pounds or less, until such time that the nmway and designated taxiways on the Airport have been improved to handle aircra~ of such excessive weights. It is further agreed that, based on qualified engineering studies, the weight restrictions and provisions of this clause may be adjusted, up or down, and that Lessee agrees to abide by any such changes or revisions as such studies may dictate. "Aeronautical activity" referred to in thia clause shall include any activity of the Lessee or its agents or subcontractors, and its customers and invitees, but shall not include those activities over which it has no solicitory part or control, such as an unsolicited or unscheduled or emergency landing. A pattern of violating the provisions of this section on two or more occasions shall be sufficient to cause the immediate termination of this entire Lease Agreement and subject Lessee to liability for any damages to the Airport that might result. VHI. T ,~A~qRT-TC~T,D l~R C)VR~NYT'.q A. ]?RQI]~K1V~,),,~T.q~ Before commencing the cons(tuction of any iraprovcments on the Leased Premises including Lessee's Improvements (thc "Lease Improvements"), Lessee shall submit: Documentation, specifications, or design work, to be approved by the Lessor, which shall establish that the improvements to be built or constructed upon the Leased Premises are in conformance with the overall size, shape, color, quality and desi~a, in appearance and structure of the program established by Lessor on the Airport. 2. All plans and specifications showing the location upon the Leased Premises of the proposed consa'uction and improvements; 3. The estimated cost of such construction. No construction may commonoo until Lessor has approved the plans and specifications and the location of the Lease Improvements, and the ~timated costs of such constmctior~ Approval by the Lessor shall not be unreasonably withheld. Documentary evidence of the actual cost of construction on public areas only (such as taxiways) shall be delivered by Lessee to Lessors City Manager from time to time as such costs are paid by Lessee, and Lessor's City Manager or designee is hereby authorized to endorse upon a copy of this Lease Agreement filed with the City Secretary of Lessor such actual mounts as he shall have found to have been paid by Lessee, and the findings of the City Manager when endorsed by him upon said contract shall be conclusive upon all parties for all purposes of this Lease Agreement. No later than 30 days after completion of thc Lease Improvements, Lessee shall submit to Lessor detailed as built plans of the Lease Improvements and documentary evidence acceptable to Lessor evidencing the total cost to construct the Lease Improvements Cost to Consmtet Lease Improvements'3. B. ADDITIONAI. /2C)N.qTRIIC. TION OR IMPR/3VRMENTR: Lessee ks hereby authorized to construct upon the Leased Premises, at its own cost and expex~e, build/ngs, hangars, and slnactures, that Lessor and Lessee mutually agree are necessary for usc in connection with the operations authorized by this Lease Agreement, provided however, Lessee shall comply with all of the requirements of Section VIII.A., above. Such additional improvements shall be a part of the Lease Improvements. C. C~v'~R~T-I-TPO~'I%IPROVI~q~ Except as othendse provided in this Lease Agreement, the Lease Improvements cons~ucted upon the Leased Premises by Lessee shall remain the property of Lessee during the Lease Term subject to the following conditions, terms and provisions: 1. Rtmanval of ~nilrling~ No building or permanent fixture may be removed om the Leased l~mises. A~.m?ion_ Thc Lease Improvements shall automatically become the property of Lessor absolutely flee, without any cost to Lessor, at the end of the Lease T~z~. or any extension thereof. Ca~ee. llntlnn nr Termi~6nn. Should this Lease Agreement be cancelled or terminated before the end of the Lease Te~n, or extension th~renf~ Lessor shall have the right to purohase all of the I~ase Improvements. In the event of a cancellation or t~.uination, other then duc to a default by L~sce that has not been cured as provided below, the purchase price shall be equal to the most recent value of the Lease Improvements as det~j'l~ined by the Denton County Central Appraisal District ("Value of the Lease Improvements") reduced by 1/30 for each year of the Lease Term that bas expired as of the date of termination (the "Purchase Price"). Should the Denton County Central Appraisal District not determine a sq~arate value for the Lease Improvements, or should such sq~arate valuation bo older than two years, then the Puxchase Price will b~ determined talclng file Cost to Consmmt the Lease Improvements reduced by 1/30 for each year the Lease Term ~ expired as of the date of t~s ~,dnatien~ ffthe t~rmination or cancellation is due to a default by Lessee that Las not been cured within 30 days after written notice of default to Lessee, then the Purchase Price as determined above shall bo reduced by 50%. However, if Lessee provides written notice to Lessor within said 30 day ~ure period that it is inTo~ ssiblo to,cure such default within said time period, then the Lessor may consent to an extension of such time to cur~, which consent will not be unreasonably withheld. IX. ,qTTRRC)GATTC)N' CIF MC~RT~A~TP.P. Any person, corporation or institution that lends money to Lessee for construction of any hangar, slructure, building or improvement and retains a security interest in said hangar, slxucture, building or improvement shaH, upon default of Lessee's obligations to said mortgagee, have the fight to enter upon the Leased Premises and operate or manage said hangar, structure, building or improvement according to the terms of this Lease Agreement, for a period not to exceed the term of the mortgage with Lessee, or until the loan is paid in full, whichever comes first, but in no event longer than the Lease Term. It is expressly understood and agreed that the right of the mortgagee referred to herein is limited and restricted to those improvements constructed with funds borrowed from mortgagee, those Improvements purchased with the borrowed funds, and those improvements pledged to secure the refinancing of the improvements. A1RPORTLN. A~EAGREEMENTJ~£Work~- Page 14 X. RIGHT ~' I~A,~RM~2qT Lessor mall have the right to establish easements, at no cost to Lessee, upon the Leased Premises for the purpose of providing underground utility services to, t}om or across the Airport property or for the construction of public facilities on the Airport. However, any such easements shall not interfere with Lessee's use of the Leased Premises and Lessor shall restore the property to the original condition as is reasonable practicable upon the installation of any utility services on, in, over or under any such easement at the conclusion of such coustruction~ Construction in or at the easement shall be completed within a reasonable time. Lessee expressly covenants that it will not assign this Lease Agreement, convey more than fifo/percent (50%) of the interest in its business, thxough thc sale of stock or otherwise, transfer, liccuse, nor sublet the whole or any pa~ of the Leased Premises for any purpose, except for rental of hangar space or fie-down space for storage of airera~ only, without the written consent of Lessor. Lessor agrees that it will not unreasonshly withhold its approval of such sale, sublease, transfer, license, or assignment of the facilities for Airport related purposes; provided however, that no such assignment, sublease, transfer, license, sale or othenvise shall be approved if the rental, fees or payments, received or charged are in excess of the rental or fees paid by Lessee to Lessor under the terms of this lease, for such portion of the Leased Premi.~es proposed to be assigned, subleased, txansferred, licensed, or otherwise. The provisions of this Lease Agreement shall remain binding upon the assignees, if any, of Lessee. A. REQTI1RI~F} IN/gIIRANC~: Regardless of thc activities contemplated under this Lease Agreement, Lessee shall maintain continuously in effect at all times during the term ofthi~ agreement, at Lessee's sole expense, the following minlmum insurance coverages: I. Commercial (Public) General Liability covering the Lessee or its company, its employees, agents, tenants and independent contractors, and its operations on the airport. Coverage shall be in an amount not less than $1,000,000 per occurrence and provide coverage for premises/operations and contractual liability AND where e~posure exists, coverage for: products/completed operations; explosion, collapse and underground propen+y damage. 2. All risk property insurance on a replacement cost basis covering loss or damage to all facilities used by the ~, either as a part of this agreement or erected by the Lessee subsequent to this agreement Under no circumstances shall the Lessor be liable for any damages to fixtures, merchandise or other personal property of the Lessee or its tenants. AIRPORTLEASEA~JetWorI~ - Page 15 3. Business Automobile Liability to include coverage for Owned/Leased Autos, Non- Owned Autos and Hired Cars: For operation in aircraR movement areas the limit of liability shall be $100,000 For other operations the limit of liability shall be consistent with the amount set by State Law. B. ~DDITIO~AT. CC}~R A~F,g: In addition to the above referenced coverages, the following insurance is required if the activity or exposure exists or is contemplated: Aircraft Fuel/Oil Storage and Dispensing - Comprebensivc Commercial (Public) General Liability shall include coverage or separate coverage shall be provided for Aireraf~ Sales or AireraR Charter and Air Taxi - AircraR Liability in the amount of 1,000,000 per occurrence to inciude Hull Coverage and Liability. In addition, Passenger Liability in an amount of $100,000 per person (per passenger sect) shall be provided. Aireraf~ Rental or Flight Training, Air~m:R Liab'flity in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability, Passenger Liability in the amount of $100,000 per person (per passenger seat) and Student/Renter Liability covering all users in tho mount of $500,000 per occurrence. 4. Specialized Commercial Flying (including crop dusting, seeding, and spraying, banner towing and aerial advertising, aerial photography and surveying, fire fighting, power line or pipe line patrol) - AircraR Liability in the amount of 1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Passenger Liability in an amotmt of $100,000 per person (per passenger seat) shall be provided. 5. AircraR Storage, Maintenance and/or Repair - Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Hanger Keepem Liability in the amount of $500,000 per occurrence shall bo provided. The requirement for Hangar Keepers Liability shall not apply to individual owner/operators whose primary use of the hangar space is the storage of their own aircraft. The requirement does not apply to such individuals notwithstanding the fact that they may, from time to time, permit the storage of non-owned alrerat~ in the hangar space and charge a fee for the storage of such aircraft so long as such use is in the nature of a rent-shsring agreement rather than a commercial aircraft storage business. C. {~,OV'l~ A(~T]:~ R~.Qt rml~Mmcr.q: All insurance coverages shall comply with the AIRPORT L~A~I~ AGPd21~M~NT Jet Works - Pac~e 16 following requirements: All liability policies shall name the City of Denton, and its officers and employees as an additional named insured and provide for a minimum of 30 days written notice to the City of any caneallation or material change to the policy. All insurance required by this Lease Agreement must be issued by a company or companies of sound and adequate financial responsibility and authorized to do business in the State of Texas. All policies are subject to thc ex~mlnation and approval of the City's office of RiSk Management for their adequacy as to content, form of protection and providing company. Required insurance naming the City as an additional insured must be primary insurance and not contributing with 'any other insurance available to the City' whether from a third party liability policy or other. Said limits of insurance shall in no way limit the liability of the Lessee hereunder. The Lessor shall be provided with a copy of all such policies and renewal certificates. Failure of Lessee to comply with the minimum specified amounts or types of race as required by Lessor shall constitute Lessee's default of this Lease Agreement. During the Lease Term, or any extension thereof, Lessor herein reserves the right to, with 60 days notice, adjust or increase the liability insurance amounts required of the Lessee, and to require any additional rider, provisions, or certifie~es of insurance, and Lessee hereby agrees to provide any such insurance requirements as may be required by Lessor, provided however, that any requirements shall be commensurate with insurance requirements at other public use airports similar to the Denton Municipal Airport in size and in scope of aviation activities, located in the southwestern region of the United States. CTIT_ In the event that Lessee shall file a voluntary petition in bankruptcy or proceedings in bankxuptoy shall be instituted against it and Lessee thereafter is adjudicated bankrupt pursuant to such proceedings, or any court shall take jurisdiction of Lessee and its assets pursuant to proceedings brought under the provisions of any Federal reorganization act, or Lessee shall be divested of its estate herein by other operation of law; or Lessee shall fail to perform, keelo and observe any of the terms, covenants, or conditions herein contained, or on its part to be performed, the Lessor may give Lessee written notice to correct such condition or cur0 such default and, ff any condition or default shall continue for thirty (30) days after tho receipt of such notice by Lessee, then Lessor may tea~minate this Lease Agreement by written notice to Lessee. However, if I~see provides written notice to Lessor within said 30 day cure period that it is impossible to cure such default within said time period, then the Lessor may consent to an extension of I such time to cure, which consent will not be unreasonably withheld. In the event of default, Lessor has the right to purchase any or all of the Lease Improvements under the provisions of Section VI~.C.4. hereof. Lessee may cancel this Lease Agreement, in whole or part, and terminate all or any of its obligations hereunder at any time, by thirty (30) days written notice, upon or aft~ the happening of any one of the following events: (1) issuance by any court of competent juris- diction of a p~manent injunction in any way preventing or r~str~ining the use of the Ailport or any part thereof for airport purposes; (2) the breach by Lessor of any of the coven~ms or agreements contained heroin and the failure of Leasor to remedy such breach for a period of ninety (90) days after receipt of a written notice of thc existence of such breach; O) the inability of Lessee to use the Lease Premises and facilities continuing for a longer period than ninety (90) days due to' any hw or any order, rule or regulation of any appwpriate governmental authority having jurisdiction over the operations of Lessor or due to war, earthquake or other casualty;, or (4) the assumption or recapture by the United States Government, or any authorized agency thereof, of the maintemmce and operation of said airport and facilities or auy substantial part or parts thereof. Upon the happening of any of thc four events listed in the preceding paragraph, such that the Leased Premises cannot be used for aviation purposes, then the Lessee may cancel this Lease Agreement as aforesalck or may elect to continue this Lease Agreement under its terms, except, however, that the usc of the Leased Premises shall not be limited to aviation purposes, their use being only limited by such laws and ordinances as may be applicable at that time. Should Lessor close the Airport and relocate the AirpoR to another location during the primary term of this Lease Agreement, Lessee shall have thc right to relocate its facilities to the newairportataanitablelocation under the same or similar terms of this Lease Agreement. The cost of relocation of Leasee's facilities will be shared by Lessor and L~ssee in proportion to the number of years remaining on the primary tram of this Lease Agreement. In this regard Lessor will be responsible for 1/30 of the such costs for every yea~ ~e~::alnlng on the primary teml. XV. ?vHR~RI.I'.A'/ql~CITT,q PROVTRTf~RT.R A. RN'T~R A~RREMENT. This Lease Agreement constitutes the entire understanding between the parties and as of its Effective Date supersedes all prior or independent Agreements between the parties covering the subject matter hereof. Any change or modification hereof shall be in writing signed by both patties. B. R1N-~I~G RFFF. CT All covenants, stipulations and agreements herein shall extend to, bind and inure to the benefit of the legal representatives, sueeessurs and assigns of the respective patties hereto. C..ql~.VER AI~II.rlW- If a provision hereof shall be finally declared void or illegal by any court or admlni~trative agency having jurisdiction, the entire Lease Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possthle in accordance with the original intent of the parties. D. NOTICE_ Any notice given by one party to the other in connection with this Lease Agreement shall be in wffiing and shall be sent by certified mall, return receipt requested, with postage fees prepaid or via facsimile as follows: City Manager City of Denton 215 E. McKinney Street Denton, Texas 76201 Fax No.940.349.8596 2. If to Lessee, addresscdto: Chris Hosldns, President Jet Works Aviation, Inc. 400 GulfStream Road, 9S Fort Worth, Texas 76106 Phone (817) 626-4584 Fax No. (817) 626-1928 With copy to: Morton L. Cantey & Hangar L.L.P. Bumett Plaza, Suite 2100 801 Cherry S~ek Unit//12 Fort Worth, Texas 76102-6881 FaxNo. (817) 877-2807 E. 9-~.ABIlq'C,.q The headings used in this Lease Agreement are intended for convenience of reference only and do not define or limit the scope or meaning of any pwvision of this Agreement F. Cff3VRRlqlqqC, I.AW ANT) VF:NII~ This Lease Agreement is to be construed in accordance with the laws of the State of Texas and is fully performable in Denton County, Texas. Exclusive venue for any lawsuit to enforce the terms or conditions of this Lease Agreement shall be a court of competent jurisdiction in Denton County, Texas. II G. NO WAIVRR. No waiver by Lessor or Lessee of any default or breach of covenant or t~m, of this Lease Agreement may be treated as a waiver of any subsequent default or broach of the same or any other covenant or tv~m of this Lease Agreememt. H. NO A C,l:~laY. During all times that this Lease Agreement is in effect, the parties agree that Lessee is and shall not be deemed an agent or employee of the Lessor. L FORCE MAJEURE. None of the Parties shall be in default or otherwise liable for any delay in or failure of performance under this Lease Agreement if such delay or failure arises by any reason beyond their reasonable control, including any act of God, any acts of the common enemy or terrorism, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications. However, lack of funds shall not be deemed to be a reason beyond a Party's reasonable control. The Parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be file cause of a delay in the performance of this Lease Agreement. IN wrrNESS WHEREOF, the parties have executed this Lease Agreement as of the Effective Date first above written. CITY OF DENTON, TEXAS, LESSOR MICHAEL A, CONDUFF, CITY ~I~AGI~. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY': ET WORKS AVIATION, INC. ACKNOWr ]~DGMI~qTS THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before m, on tho/~f/~day of ~///~//f/]~/~2004, by Michael A. Condui~ City Manager of the City of Denton, TcxVas, on ~c~h~ti~ of said municipality. Z.~.~2'~ JANE E. RICHARDSON s.. Notary Public, State of Texas June 27, 2005 NO'lfARY PUBLIC, STATE OF TEXAS TKE STATE OF TEXAS § COUNTY OF DENTON § This insmunent was acknowledged before me on the I ~ day of ~D~£~ ~ (~, 2004 by Chris Hoskim, President, Jet Works Aviation, Inc., a Texas corporalion, on behalf of said corporation. ~ _ NOTARY PUBLIC, STATE OF TEXAS i ['~i'/'*~-~ ;i NOTARY PUBLIC J State of Texas ( Comm. Exp, 08-27-200.81 AIRPORTKEASBAOREEMElqT]'~tWorks - Page 22 A'FrACHMENT A P:\PROJECTS~DENTOOI~PER~REV EXHIBIT D.DV~X~ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2093,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Garver,LLC,amending the contract approved by City Council on August 21,2018,in the not-to-exceed amount of $520,920;said first amendment to provide the construction administration service for the Lake Lewisville Water Treatment Plant Dewatering Facility in the amount of $255,092;providing for the expenditure of funds therefor;and providing an effective date (RFQ 6590-025 -providing for an additional first amendment expenditure amount not-to-exceed $255,092, for a total contract amount not-to-exceed $776,012). City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 10, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Garver, LLC, amending the contract approved by City Council on August 21, 2018, in the not- to-exceed amount of $520,920; said first amendment to provide the construction administration service for the Lake Lewisville Water Treatment Plant Dewatering Facility in the amount of $255,092; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-025 - providing for an additional first amendment expenditure amount not-to-exceed $255,092, for a total contract amount not-to- exceed $776,012). RFQ INFORMATION/BACKGROUND Beginning in 2015, the City of Denton Water Reclamation pPlant was experiencing constant issues processing the solids coming from the Lake Lewisville water treatment plant (LLWTP). The Wastewater Department requested elimination of sludge/solids discharges into the wastewater collection system, and thus into the wastewater treatment plant, primarily due to the new phosphate control regulations they were required to follow. In 2017, LLWTP staff installed two (2) submersible pumps in the wash-water equalization basin as a temporary measure. These pumps are currently pumping all treatment plant solids from the equalization basin into the water treatment plant pond, which has stopped discharging the process solids into the wastewater collection system. Decant from the pond returns to the head of the treatment plant and receives complete treatment. Since the pond has limited capacity, in 2017, Garver, LLC was selected to conduct a study to select the most suitable process/technology for the filter backwash and sedimentation basin wash-down residuals dewatering facility. The consultant completed the study in 2018 and found a belt filter press (BFP) with gravity thickener as the preferred technology for Lake Lewisville water treatment plant sludge dewatering system. The consultant was selected in 2018 for the final design of the sludge dewatering system. City Council approved a contract with Garver, LLC for the design and bid phase services for Lake Lewisville Water Treatment Plant filter backwash and sedimentation basin wash-down residuals dewatering facility; authorizing the expenditure of funds in an amount not-to-exceed $520,920. The approved contract did not include construction administration service. Amendment 1 includes Construction Administration services for LLWTP filter backwash and sedimentation basin wash-down residuals dewatering facility for in the amount of $255,092. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Construction administration services will include review of project submittals, perform review of Contractor’s project schedule for contract adherence, review of contractor’s progress payment request based on the actual quantities of contract completed and accepted, prepare change orders, prepare and furnish record drawings, evaluate and respond to construction materials submittals and shop drawings, issue necessary clarifications, participate in final inspection, review final punch list, review final project closing documents and review final pay request. Using the PSMJ Resources, Inc. (a leading advisor on architecture and engineering business management) Benchmark Survey for fee estimation related to construction costs, full basis engineering services (without a full-time resident construction manager) for a project of this size, cost and complexity would typically be around 10% of the construction cost of $8,124,640 or approximately $812,464. Staff negotiated both the scope of services as well as the consultant’s fees and reduced the fee for final design, bid phase, and construction administration services from $893,124 to $776,012 (which represent 9.6 % of the construction cost of the project). PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 21, 2018, City Council approved a Professional Service Agreement with Garver, LLC in the not-to-exceed amount of $520,920 (Ordinance 18-1234). On September 9, 2019, this item will be presented to the Public Utilities Board for recommendation to the City Council for consideration. RECOMMENDATION Award Amendment No. 1 with Garver, LLC, for additional services related to construction administration for Lake Lewisville Water Treatment Plant filter backwash and sedimentation basin wash-down residuals dewatering facility, in the not-to-exceed amount of $255,092, for a total amended contract amount of $776,012. PRINCIPAL PLACE OF BUSINESS Garver, LLC Frisco, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by September 2020. FISCAL INFORMATION These services will be funded from LLWTP Dewatering Improvements accounts 630387517 and 630387523. PO #186564 has already been entered into the Purchasing software system. The budgeted amount for this item is $255,092. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Contract and Original Ordinance Exhibit 3: LLC Members Exhibit 4: Ordinance and Amendment Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Frank Pugsley at 940-349-8086. Legal point of contact: Mack Reinwand at 940-349-8333. ORDINANCE NO. 18-1234 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 GARVER, LLC FOR DESIGN AND BID PHASE SERVICES FOR THE LAKE LEWISVILLE WATER TREATMENT PLANT FILTER BACKWASH AND SEDIMENTATION BASIN WASH-DOWN RESIDUALS DEWATERING FACILITY AS SET FORTH IN THE AGREEMENT; PROVIDiNG FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6590-025- PROFESSIONAL SERVICES AGREEMENT FOR DESIGN AND BID PHASE SERVICES AWARDED TO GARVER, LLC,1N THE NOT-TO-EXCEED AMOUNT OF $520,920). WHEREAS, on March 6, 2018, the City Council approved a pre-qualified engineer list Ordinance 2018-331) and the professional services provider (the "Provider") mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS; SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Garver, LLC, to provide professional design and bid phase services for the Lake Lewisville Water Treatment Plant filter backwash and sedimentation basin wash-down residuals dewatering facility, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SEmm, CTION 3, The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under the RFQ 6590-025 to the City Manager of the City of Denton, or his designee. SECTION 4, The findings in the preamble of this ordinance are incorporated herein byw. ................e e,...e. reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The to approve this ordinance was 7. ye "' R" ti r m r c c 1 i: 't i tms,^ r^ 1.` c1 ti°.^ w°a 1. ii N a v't 1 ,. r » t, , _ _ Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Aye Nay Paul Meltzer, At Large Place 6: " PASSED AND APPROVED this the .; day of ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __ _ - --- _ _ _ --------- Abstain Absent 2018. WATTS, MAYOR Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Contract Value Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA ! ! ( $' (%# "#!' %$$ &&$% Page 1 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER FILE 6590-025 THIS AGREEMENT is made and entered into on ____________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “Owner” and Garver, LLC, with its corporate office at 3010 Gaylord Pkwy, Suite 190, Frisco, Texas 75034 hereinafter called “Design Professional,” acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 6, in connection with the Project. The Project shall include, without limitation, design and bid phase services for the Lake Lewisville Water Treatment Plant filter backwash and sedimentation basin wash-down residuals dewatering facility. SECTION 2 COMPENSATION The Owner shall compensate the Design Professional a total not to exceed of $520,920 as follows: 2.1 BASIC SERVICES 2.1.1 For Design Services the total compensation shall be $481,790. 2.1.2 For Bidding Services the total compensation shall be $39,130. SECTION 3 INVOICES Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Page 2 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc SECTION 4 CONTRACT TERM The contract term shall become effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The contract shall remain effective until completion and acceptance of the design project by an authorized representative of the Owner. SECTION 5 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 Commission’s website within seven business days. SECTION 6 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: Exhibit 1 - City of Denton General Conditions to Agreement for Architectural or Engineering Services. Exhibit 2 - The Design Professional’s Proposal Exhibit 3 – House Bill 89 – Government Code 2270 Verification Form Exhibit 4- Senate Bill 252 – Government Code 2252 Certification Form DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Page 3 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON BY:__________________________ TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ DESIGN FIRM BY:__________________________ Firm’s Officer/Representative (Signature) ______________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ______________ ________________ SIGNATURE PRINTED NAME _________________________________ TITLE _________________________________ DEPARTMENT DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Page 4 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the “Agreement”) and proposal (the “Proposal”) to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the “Design Professional”) or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the “Services”). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the “Degree of Care”). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional’s Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Page 5 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Page 6 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owner's failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Page 7 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Page 8 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner’s use of such documents in other projects shall be at Owner’s sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Page 9 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional’s receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Page 10 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker’s Compensation Insurance in accordance with statutory requirements, and Employers’ Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an addit ional insured, the Workers’ Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days’ prior written notice to Owner and Design Professional. In such event, the Design Professi onal shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional’s promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Page 11 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$038fcefc14d0$F4B5392EB17544249B59D30B11F6B9DD.doc 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable t o the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA &LW\RI'HQWRQ /DNH/HZLVYLOOH:73'HZDWHULQJ,PSURYHPHQWV )((6800$5< (QJLQHHULQJ6HUYLFHV (VWLPDWHG)HHV 'HVLJQ6HUYLFHV %LGGLQJ6HUYLFHV 7RWDO3URSRVHG&RQWUDFW$PRXQW DocuSign Envelope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ocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA &LW\RI'HQWRQ /DNH/HZLVYLOOH:73'HZDWHULQJ,PSURYHPHQWV %,'',1*6(59,&(6(67,0$7( :25.7$6.'(6&5,37,21 ( ( ( ( 7 7 %LGGLQJ6HUYLFHV $GYHUWLVHPHQW 'LVSHQVHSODQVDQGVSHFVWRSURVSHFWLYHELGGHUV $GGHQGXPV,QTXLULHV 3UHELGPHHWLQJ %LGRSHQLQJ 3UHSDUHELGWDEXODWLRQ (YDOXDWHELGVDQGUHFRPPHQGDZDUG 3UHSDUHFRQIRUPHGGRFXPHQWV 3UHSDUHFRQVWUXFWLRQFRQWUDFWV 6XEWRWDO%LGGLQJ6HUYLFHV 68%727$/%,'',1* 68%727$/',5(&7121/$%25(;3(16(6 727$/)(( KRXUV DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Scope of Services 1 of 6 17088110 City of Denton LLWTP Dewatering Improvements SCOPE OF SERVICES CITY OF DENTON LAKE LEWISVILLE WATER TREATMENT PLANT DEWATERING IMPROVEMENTS General The scope of services for the City of Denton Lake Lewisville Water Treatment Plant (LLWTP) Dewatering Improvements generally includes new facilities and equipment necessary for dewatering of residual solids generated from filter backwash and sedimentation basin blowdown/washdown. The engineering services include detailed design and construction services for installation of a gravity thickener, pump station, two mechanical dewatering units, residuals conveyor, polymer systems, and a residual solids dewatering building. Minor improvements to existing infrastructure such as isolation valving and drainage improvements will also be included in the design. The design will evaluate the potential for continued use of existing vertical turbine pumps in the Washwater Recovery Basin with increased flows from the dewatering facility. The design of the dewatering facility will contain accommodations for future expansion. The design package will also define construction sequencing requirements for maintenance of dewatering operations during construction. 1. Dewatering Improvements Design Design of the dewatering improvements includes the following: 1. Provide isolation valving on washwater recovery basin feed line downstream of MH 6. 2. Provide drainage improvements from adjacent parking lot to existing lagoon. 3. Replace and provide automation of valving for sedimentation basin blowdown/washdown to the equalization basin. 4. Provide piping from the existing equalization basin submersible pumps to the gravity thickener. 5. Provide a gravity thickener with a solids collection mechanism intended to store and thicken solids prior to mechanical dewatering. 6. Provide a new variable speed positive displacement pump station for conveying thickened solids to mechanical dewatering units, and for recirculating filtrate from the mechanical dewatering unit to the existing Washwater Recovery Basin. 7. Provide two mechanical dewatering units within a new dewatering building to dewater residual solids. The design will include polymer storage, feed equipment, and extension of existing plant water system as required for equipment systems, facility cleaning, and gravity thickener cleaning. 8. Provide dewatered sludge conveyance equipment to transfer sludge from the belt filter press discharge to dumpster or truck loading area. 9. Provide roadway access improvements for dewatered solids transport trucks from discharge of conveyor. 10. Provide HVAC and plumbing for dewatering building. 11. Evaluate automation including flow meters, mass meters, and automated valving and controls. 12. Provision of power and signal integration into SCADA for applicable equipment. 13. Provide additional security measures such as fencing around the new dewatering facility, key-card entry for the dewatering building, and cameras inside the dewatering building. 14. Develop appropriate construction sequencing for installation of the new equipment and integration within the existing dewatering scheme. 15. Provide geotechnical services necessary for gravity thickener and dewatering building. 1.1 Project Management and Administration Garver will perform planning activities to setup the project financials, schedule, tools and templates. A project kick-off meeting will be held with the Owner to confirm project objectives, communications DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Scope of Services 2 of 6 17088110 City of Denton LLWTP Dewatering Improvements protocols, schedule milestones, deliverables, and administrative requirements. The kick-off meeting will also determine the Owner’s information and goals for dewatering alternative evaluations. Garver will develop and deliver progress reports to the Owner’s Project M anager. This report shall document overall progress, outstanding issues, decision logs, schedule status, major accomplishments and milestones achieved, and significant concerns requiring Owner input. Up to four progress meetings will be held as necessary with the Owner to review the project status, discuss interim findings, discuss technical aspects, obtain deliverable review comments, review upcoming activities, and provide schedule updates. 1.2 Geotechnical Report GARVER shall contract with a sub-consultant to provide the following professional services as follows: 1. GARVER will propose boring locations. 2. GARVER will check with the OWNER and OWNER will verify underground utilities are not in proximity to boring site. 3. Subcontract with a geotechnical company to drill up to 5 borings to 30 feet at the site. Samples will be collected intermittently using continuous flight augers and either split-spoon or tube samplers. For the deeper borings, shale may be sampled using an NX-size core barrel, or tested in-situ using a Texas Department of Transportation Cone Penetration Test, as appropriate for the material. At completion, the boreholes will be backfilled with auger cuttings to the ground surface. 4. Provide an engineer or geologist to direct the drilling, log the borings, record field test data, and handle and transport the samples. 5. Prepare a TM or summary report of the geotechnical investigation to include: a. Appendix with the boring locations, boring logs, laboratory test results, and a key to the symbols used. b. Discussion of subsurface conditions and soil properties indicated by the field and laboratory work, and the implications for design. c. Foundation and site preparation recommendations for the PROJECT. The intent is for the proposed foundations to be compatible with the existing conditions. 1.3 Survey GARVER will contract with a registered professional land surveyor to conduct a land survey at the proposed PROJECT site. The survey will base horizontal and vertical control on the treatment plant benchmark coordinates and datum. Survey measurements will be based on state plane coordinates. Survey will be accomplished utilizing RTK GPS and Robotic Scanning Stations and will produce a topographical survey of project area to map utilities and existing structures. The topographic survey will include contours shown at one foot intervals, plotted locations of structures, paving, visible improvements, and utility information based on surface evidence. 1.4 Preliminary (30%) Design During the preliminary design phase, GARVER will work with the OWNER to deliver the preliminary design of the proposed improvements and perform the services as described herein. Based upon the agreed-to project concepts documented in the conceptual Evaluation of Dewatering Alternatives, GARVER will prepare, for approval by the OWNER, a package of Preliminary Design Documents for the proposed Dewatering Improvements. The Preliminary Design Documents will consist of preliminary drawings. The preliminary design drawings will represent approximately 30 percent of the final design documents. In addition to the preliminary design drawings, GARVER will develop and evaluate criteria for dewatering equipment. These criteria will be used to compare and contrast up to DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Scope of Services 3 of 6 17088110 City of Denton LLWTP Dewatering Improvements three different vendors to supply one type of mechanical dewatering unit. The results of this comparison will be presented in the Preliminary Design Review Workshop. This submittal will not include detailed technical specifications or “front end” contra ct documents. The preliminary design submittal will refine the project concepts and develop these concepts in further detail for later use in preparing Contract Documents and final design documents for bidding and construction. GARVER will conduct a Preliminary Design Review Workshop with the OWNER to present the preliminary design. For the Preliminary Design Review Workshop, GARVER will lead and participate in joint discussions with the OWNER which include these topics: x Review and refinement of preliminary layout. x Review and refinement of preliminary P&ID and preliminary selection of instrumentation. x Review of evaluated equipment criteria and determination for major equipment. x Review of proposed construction sequencing. x Review of Preliminary Design OPCC. GARVER will begin detailed design after the OWNER provides written approval of a pre-selected vendor(s) for the dewatering units. 1.5 Detailed (60, 90, and 100%) Design During the detailed design phase of the project, GARVER will prepare construction plans and specifications including final construction details and quantities, special provisions, and opinions of probable construction cost. Throughout the detailed design phase, GARVER will: 1. Prepare Contract Documents that will consist of drawings and specifications that set forth requirements for construction of the improvements, and shall include advertisement for bids, instructions to bidders, bid forms, bond forms, and other information as required by the OWNER to competitively bid the work. Standard contract forms including documents supplied by Denton from the Engineers Joint Contract Documents Committee (EJCDC), such as General Conditions and Supplemental Conditions as examples, will be used along with GARVER’s standard drawing format and technic al specifications. As elements of the Contract Documents preparation, GARVER will: a. Prepare the 60% documents (plans, details, specifications, and opinion of probable construction cost with 30 percent contingency) and submit three (3) sets to the OWNER for review. Conduct a workshop with the OWNER to receive comments; OWNER comments will be documented and incorporated into the subsequent submittal. b. Prepare the 90% documents (plans, details, specifications, and opinion of probable construction cost with 20 percent contingency) and submit three (3) sets to the OWNER for review. Conduct a workshop with the OWNER to receive comments; OWNER comments will be documented and incorporated into the subsequent submittal. Concurrently, a set of 90% documents will be sent to TCEQ for review and approval. c. Review and document OWNER comments for both the 60% documents and the 90% documents. In turn, incorporate an agreed-to set of revisions into the design. 2. GARVER will evaluate potential construction sequencing and the overall approach to project implementation to minimize disruption of the OWNER’s current residual solids handling operation. Construction sequencing recommendations will set forth specific requirements for the contractor and will be integrated into the Contract Documents. 3. GARVER will assist OWNER in submitting the design and Contract Documents for Texas Commission of Environmental Quality (TCEQ) review and approval for construction. Submittal will occur at 90% design. Based upon “agreed to” revisions, GARVER will revise the Contract Documents to pursue TCEQ approval. 4. Coordinate the review of drawings and specifications with the Texas Department of Licensing and Regulation (TDLR). This includes transmitting the specifications and drawings and technical memoranda, answering questions via telephone which may arise during the review DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Scope of Services 4 of 6 17088110 City of Denton LLWTP Dewatering Improvements process, and providing supplemental information to support the design. 1.6 Bidding Services During the bidding phase of the project, GARVER will: 1. Prepare and submit Advertisement for Bids to OWNER for OWNER publication in newspaper(s). The OWNER will pay advertising costs outside of this contract. 2. Dispense construction contract documents to prospective bidders using GARVER’s online plan room. 3. Support the contract documents by preparing and issuing addenda. 4. Participate in one pre-bid meeting. 5. Attend the bid opening. 6. Prepare bid tabulation. 7. Evaluate bids and recommend award. 8. Prepare conformed contract documents (i.e. integrate addenda items). 9. Prepare construction contracts. 1.7 Construction Administration During the construction administration phase of the project, GARVER will: 1. Issue a Notice to Proceed letter to the Contractor. 2. Attend monthly progress/coordination meetings with the Contractor, through the anticipated duration of construction (anticipated to be 12 months). 3. Review of Contractor Schedule and Payment Request: a. Receive and review Construction Contractor’s monthly Application for Progress Payment and progress schedules in accordance with this Agreement. The Contractor’s payment schedule will be schedule constrained. b. By recommending any payment, GARVER will not thereby be deemed to have represented that continuous or exhaustive examinations have been made by GARVER to check the quality or quantity of the work or to review the means, methods, sequences, techniques, or procedures of construction or safety precautions or programs incident thereto, or that GARVER has made an examination to ascertain how or for what purposes the Construction Contractor has used the monies paid on account of the contract price, or that title to any of the work, materials, or equipment has passed to the OWNER free and clear of any lien, claims, security interests or encumbrances, or that the Construction Contractor has completed his work exactly in accordance with the Construction Contract Documents. The recommendations of payment will constitute a representation to the OWNER that no substantial departure from the Construction Contract Documents or requirements exists. c. GARVER will also review Construction Contractor’s progress schedule and payment schedule in accordance with the requirements of the Construction Contract Documents and request that the Construction Contractor makes any necessary adjustments. 4. Evaluate and respond to a total of up to 150 construction material submittals and shop drawings. If the submittals (including resubmittals) are more than the specified number they may be considered Extra Work. Corrections or comments made by Garver on the shop drawings during this review will not relieve Contractor from compliance with requirements of the drawings and specifications. The check will only be for review of general conformance with the design concept of the project and general compliance with the information given in the contract documents. The Contractor will be responsible for confirming and correlating all quantities and dimensions, selecting fabrication processes and techniques of construction, coordinating his work with that of all other trades, and performing his work in a safe and satisfactory manner. Garver’s review shall not constitute approval of safety precautions or constitute approval of construction means, methods, techniques, sequences, procedures, or assembly of various components. When certification of performance characteristics of materials, systems or equipment is required by the DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Scope of Services 5 of 6 17088110 City of Denton LLWTP Dewatering Improvements Contract Documents, either directly or implied for a complete and workable system, Garver shall be entitled to rely upon such submittal or implied certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 5. Issue instructions to the Contractor on behalf of the OWNER and issue necessary clarifications (respond to up to 75 RFIs) regarding the construction contract documents. If the RFIs are more than the specified number they may be considered Extra Work. 6. Maintain a set of working drawings and prepare and furnish record drawings. 7. When authorized by the OWNER, prepare change orders for changes in the work from that originally provided for in the construction contract documents. This scope assumes four change orders. 8. Make an average of one visit to the project site each month concurrent with the construction progress meetings to observe as an experienced and qualified design professional, the progress and quality of the executed work of the Construction Contractor and to determine, in general, if such work is proceeding in general accordance with the Construction Contract Documents. GARVER’S efforts will be directed toward providing a greater degree of confidence for the OWNER that the completed work of the Construction Contractor will conform to the Construction Contract Documents, but this shall not relieve the Construction Contractor of responsibility for performing the work in accordance with the Construction Contract Documents. A total of 12-one day site visits are anticipated. 9. Participate in final project inspection, prepare punch list, and review final project closing documents. 2. Project Deliverables The following will be submitted to the OWNER, or others as indicated, by GARVER: 1. Electronic copies of meeting minutes for each design workshops 2. Kickoff meeting 3. Up to four (4) intermittent progress meetings throughout the course of the project 4. Geotechnical report (electronic file) 5. Preliminary Design Package (Three (3) hard copies and a set of electronic files) 6. Preliminary Design Workshop 7. Detailed Design Packages (Three (3) hard copies and a set of electronic files) a. 60% Design b. 90% Design c. 100% Design 8. 60% Design Workshop 9. 90% Design Workshop 10. Bidding Packages a. Bid Advertisement (Electronic file only) b. Addenda (Electronic files only) c. Conformed Documents (Three (3) hard copies and a set of electronic files) d. Construction Contracts (Five (5) hard copies and a set of electronic files) 11. Construction Package a. Record Drawings (Three (3) hard copies and a set of electronic files) 3. Extra Work The following items are not included under this agreement but will be considered as extra work: 1. Redesign for the OWNER’s convenience or due to changed conditions after previous alternate direction and/or approval. 2. Funding assistance. 3. Deliverables in addition to those listed herein. 4. Meetings or workshops in addition to those listed herein. 5. Process testing or performance evaluation. 6. Evaluation of disposal alternatives. DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Scope of Services 6 of 6 17088110 City of Denton LLWTP Dewatering Improvements 7. Additional evaluation of dewatering alternatives. 8. Pilot Testing. 9. Manufacturer site visits. 10. Environmental Handling and Documentation, including wetlands identification or mitigation plans or other work related to environmentally or historically (culturally) significant items. 11. Services after construction, such as warranty follow-up, operations support, etc. 12. Training (to be provided by manufacturer). 13. On-Site Representation during construction. 14. Review of greater than 150 submittals. 15. Review of greater than 75 RFIs. Extra Work will be as directed by the OWNER in writing for an additional fee as agreed upon by the OWNER and GARVER. 4. Schedule GARVER shall begin work under this Agreement within ten (10) days of a Notice to Proceed. GARVER shall complete the work in accordance with the schedule below (based on calendar days): Phase Description Calendar Days for Completion Preliminary Design 90 days from OWNER’s Notice to Proceed Detailed Design 180 days from OWNER’s approval of Preliminary Design Bidding Phase 45 days from OWNER’s issuance of Advertisement for Bid Construction Phase 365 days, concurrent with the Contractor’s Notice to Proceed Subsequent to the Notice to Proceed, the OWNER and the ENGINEER will schedule the following meetings and workshops within the associated schedules for each project phase: Phase Project Meeting and Workshop Preliminary Design Preliminary Design Review Workshop Detailed Design 60% Design Review Workshop 90% Design Review Workshop Bidding Phase Pre-Bid Meeting Bid Opening Meeting DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA 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. “Boycott Israel” means refusing to deal with, terminating business activities 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. “Company” means a for-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: 14B25994-4D68-4EB8-A56E-922C8F117ABA 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 Organization, I will immediately notify the City of Denton’s Materials Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 14B25994-4D68-4EB8-A56E-922C8F117ABA Certificate Of Completion Envelope Id: 14B259944D684EB8A56E922C8F117ABA Status: Completed Subject: City Council Docusign Item - 6590-025 Lake Lewisville Dewatering Improvements Design Source Envelope: Document Pages: 23 Signatures: 7 Envelope Originator: Certificate Pages: 6 Initials: 0 Jamie Cogdell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 7/23/2018 10:42:32 AM Holder: Jamie Cogdell Jamie.Cogdell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jamie Cogdell jamie.cogdell@cityofdenton.com Senior Buyer City Of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 7/23/2018 11:07:07 AM Viewed: 7/23/2018 11:07:13 AM Signed: 7/23/2018 11:08:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Randall G. McIntyre rgmcintyre@garverusa.com Garver, LLC Security Level: Email, Account Authentication (None)Using IP Address: 96.95.254.29 Sent: 7/23/2018 11:08:16 AM Viewed: 7/23/2018 11:14:30 AM Signed: 7/23/2018 11:20:39 AM Electronic Record and Signature Disclosure: Accepted: 7/23/2018 11:14:30 AM ID: 73d43ec9-f650-4fb7-876e-b9b90eba0924 Tim Fisher tim.fisher@cityofdenton.com Director of Water Utilities Security Level: Email, Account Authentication (None)Using IP Address: 129.120.6.150 Sent: 7/23/2018 11:20:43 AM Resent: 7/23/2018 4:51:45 PM Viewed: 7/23/2018 4:53:47 PM Signed: 7/23/2018 4:55:32 PM Electronic Record and Signature Disclosure: Accepted: 7/23/2018 4:53:47 PM ID: 5de336ad-44d7-457f-a77e-0103f610f401 Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 7/23/2018 4:55:35 PM Viewed: 7/31/2018 11:01:34 AM Signed: 8/9/2018 9:47:20 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 8/9/2018 9:47:24 AM Viewed: 8/22/2018 10:24:50 AM Signed: 8/22/2018 10:25:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/22/2018 10:25:16 AM Viewed: 8/22/2018 12:09:56 PM Signed: 8/22/2018 12:10:00 PM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/22/2018 12:10:04 PM Viewed: 8/23/2018 12:44:54 PM Signed: 8/23/2018 12:47:06 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 7/23/2018 4:55:35 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/22/2018 10:25:15 AM Viewed: 8/22/2018 11:58:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Sent: 8/23/2018 12:47:09 PM Viewed: 8/30/2018 2:52:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/23/2018 12:47:10 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mamun Yusuf mamun.yusuf@cityofdenton.com Senior Engineer Security Level: Email, Account Authentication (None) Sent: 8/23/2018 12:47:11 PM Viewed: 8/23/2018 1:07:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/23/2018 12:47:11 PM Certified Delivered Security Checked 8/23/2018 12:47:11 PM Signing Complete Security Checked 8/23/2018 12:47:11 PM Completed Security Checked 8/23/2018 12:47:11 PM Payment Events Status Timestamps 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 City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F LLWTP Design Amendment No. 1 PSA 6590-025 Jane Rogers Not Applicable 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND GARVER, LLC CONTRACT NO. 6590-025 THIS FIRST AMENDMENT TO CONTRACT 6590-025 (this “Amendment”) by and between the City of Denton, Texas (“City”) and Garver, LLC (“Consultant”) to that certain contract executed on August 21, 2018, in the original not-to-exceed amount of $520,920 (the “Agreement”); for services related to the final design of Lake Lewisville Water Treatment Plant filter backwash and sedimentation basin wash-down residuals dewatering facility; WHEREAS, the City deems it necessary to further expand the services provided by Consultant to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $255,092.25 with this Amendment for an aggregate not-to-exceed of $776,012.25. WHEREAS, the City deems it necessary to further expand the goods/services provided by Consultant to the City; NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for professional services related to the Lake Lewisville Water Treatment Plant filter backwash and sedimentation basin wash-down residuals dewatering facility, are hereby authorized to be performed by Consultant. For and in consideration of the additional services to be performed by Consultant, the Owner agrees to pay, based on the cost estimate detail attached as Exhibit “A” to this Amendment, a total fee, including reimbursement for non-labor expenses an amount not to exceed $255,092.25. 2. This Amendment modifies the Agreement amount to provide an additional $255,092.25 for the additional services with a revised aggregate not-to-exceed total of $776,012.25. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F 2 IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: __________________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: ___________________________________ “CONSULTANT” GARVER, LLC By: _________________________________ AUTHORIZED SIGNATURE, TITLE THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F Frank Pugsley Water Utilities Water Utilities Director Contract Amendment No. 1 1 of 2 Denton LLWTP Dewatering Improvements Garver Project No. 18088080 AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES City of Denton Denton, Texas Project No. 18088080 CONTRACT AMENDMENT NO. 1 This Contract Amendment No. 1, effective on the date last written below, shall amend the original contract between the City of Denton (Owner) and GARVER, LLC (GARVER), dated August 21st, 2018 referred to in the following paragraphs as the original contract. This Contract Amendment No. 1 adds construction administration services for the: Lake Lewisville WTP Dewatering Improvements Design The scope of services for this amendment has been attached in Appendix A. The fee proposal and hourly breakdowns associated with construction administration have been attached in Appendix B. The original contract has been attached in Appendix C. The original contract is hereby modified as follows: SECTION 2 – COMPENSATION Section 2.1 of the original contract is amended as follows: 2.1.3 For Construction Phase Services, the total compensation shall be $255,092.25 COMPENSATION SUMMARY WORK DESCRIPTION ORIGINAL CONTRACT ADDITIONAL FEE FEE TYPE Design Services $481,790 $0 LUMP SUM, Not to Exceed Bidding Services $39,130 $0 Construction Administration Services $0 $255,092 Total Proposed Contract Amount $520,920 $255,092 SECTION 6 – ENTIRE AGREEMENT – Exhibit 1 – Article 3 – Subsection 2.6 Subsection 2.6 – CONSTRUCTION PHASE – ADMINISTRATION OF THE CONSTRUCTION CONTRACT of the original agreement shall be superseded by the scope of services attached in Appendix A. Progress meetings and site visits will be limited to the total number of meetings listed in the Appendix A. DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F Exhibit A Contract Amendment No. 1 2 of 2 Denton LLWTP Dewatering Improvements Garver Project No. 18088080 This Agreement may be executed in two (2) or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, Owner and GARVER have executed this Amendment effective as of the date last written below. City of Denton GARVER, LLC By: By: Signature Signature Name: Name: Randy McIntyre Printed Name Printed Name Title: Title: Vice President Date: Date: 8/5/2019 Attest: Attest: DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F APPENDIX A DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F Scope of Services 1 of 3 17088110 City of Denton LLWTP Dewatering Improvements APPENDIX A – SCOPE OF SERVICES 1. General Generally, the scope of services includes construction administration services for Lake Lewisville Water Treatment Plant (LLWTP) Dewatering Improvements. Construction will consist primarily of: A. Site clearing, grading, and paving B. Yard piping C. New gravity thickener D. New thickened residuals pump station E. New dewatering facility including belt filter presses, polymer systems, conveyors, and all ancillary components including piping and valves necessary for a complete dewatering operation. F. New dried solids truck loading area and all appurtenances G. Submersible pumps within the existing Washwater Equalization Basin H. Vertical turbine pumps within the existing Washwater Recovery Basin 2. Construction Phase Services During the construction phase of work, Garver will provide the following services: 2.1. Construction Administration Assistance A. During the construction phase of the project, Garver’s design team will provide the following services: a. Issue a Notice to Proceed letter to the Contractor. b. Representative from design team to attend the pre-construction meeting and up to eighteen (18) construction progress/coordination meetings with the Owner/Contractor. c. Coordinate the review of project submittals and Requests for Information (RFIs) between the Contractor and the Engineer of Record. i. Up to one-hundred and fifty (150) submittals shall be coordinated ii. Up to seventy five (75) RFIs shall be coordinated d. Perform reviews of the Contractor progress schedules for contract adherence, best practices and accuracy in progress for reporting of estimated completion. Evaluate potential impacts to project schedule as submitted by the Contractor and provide support to the Owner in evaluation of Contractor claims. e. Review the Contractor’s progress payment requests based on the actual quantities of contract items completed and accepted, and make a recommendation to the Owner regarding payment. Garver’s recommendation for payment shall not be a representation that Garver has made exhaustive or continuous inspections to (1) check the quality or exact quantities of the Work; (2) to review billings from Subcontractors and material suppliers to substantiate the Contractor’s right to payment; or (3) to ascertain how the Contractor has used money previously paid to the Contractor. f. Prepare up to four (4) change orders, when authorized by the Owner, for changes in the work from that originally provided for in the construction contract documents. g. Prepare and furnish record drawings for use in creating record drawings based upon record drawings provided by the Contractor. DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F Scope of Services 2 of 3 17088110 City of Denton LLWTP Dewatering Improvements h. Evaluate and respond to a total of up to one-hundred and fifty (150) construction material submittals and shop drawings. If the submittals (including resubmittals) are more than the specified number they may be considered Extra Work. Corrections or comments made by Garver on the shop drawings during this review will not relieve Contractor from compliance with requirements of the drawings and specifications. The check will only be for review of general conformance with the design concept of the project and general compliance with the information given in the contract documents. The Contractor will be responsible for confirming and correlating all quantities and dimensions, selecting fabrication processes and techniques of construction, coordinating his work with that of all other trades, and performing his work in a safe and satisfactory manner. Garver’s review shall not constitute approval of safety precautions or constitute approval of construction means, methods, techniques, sequences, procedures, or assembly of various components. When certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, either directly or implied for a complete and workable system, Garver shall be entitled to rely upon such submittal or implied certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. i. Issue instructions to the Contractor on behalf of the OWNER and issue necessary clarifications. Respond to up to seventy five (75) RFIs regarding the construction contract documents. If the RFIs are more than the specified number they may be considered Extra Work. j. Representative from the design team shall participate in final project inspection, review final punch list, review final project closing documents, and review final pay request. The proposed fee for Construction Phase Services is based on a 365-calendar-day construction contract performance time. If the construction time extends beyond the time established in this agreement, and the Owner wants Garver to continue the applicable Construction Phase Services, the Owner will pay Garver an additional fee agreed to by the Owner and Garver. Garver and its representatives shall only be responsible for construction administration services related to the Dewatering Improvements Project. If redesign or substantial engineering or surveying is required, as directed by the Owner, in the preparation of these change order documents, the Owner will pay Garver an additional fee to be agreed upon by the Owner and Garver. 3. Project Deliverables The following will be submitted to the Owner, or others as indicated, by Garver: A. Record Drawings (Three (3) hard copies and a set of electronic files) B. Electronic files as requested. 4. Extra Work The following items are not included under this agreement but will be considered as extra work: A. Submittals, RFIs, or deliverables in addition to those listed herein. B. Design of any utilities relocation. C. Preparation of a Storm Water Pollution Prevention Plan (SWPPP). The construction contract documents will require the Contractor to prepare, maintain, and submit a SWPPP to DEQ. D. Construction materials testing. E. Environmental Handling and Documentation, including wetlands identification or mitigation plans or other work related to environmentally or historically (culturally) significant items. DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F Scope of Services 3 of 3 17088110 City of Denton LLWTP Dewatering Improvements F. Coordination with FEMA and preparation/submittal of a CLOMR and/or LOMR. G. Warranty Services after construction period. H. Maintain a file of quantities incorporated into the work, test reports, certifications, shop drawings and submittals, and other appropriate information. I. Establish and utilize a Project Management Information Systems (PMIS) accessible by Garver, the Owner, the Engineer of Record, and the Contractor. The PMIS shall establish a document control structure and facilitate contract correspondence, submittal reviews, RFI’s, and other processes as needed to support the project. Extra Work will be as directed by the Owner in writing for an addition fee as agreed upon by the Owner and Garver. 5. Schedule Garver shall begin work under this Agreement within ten (10) days of a Notice to Proceed and shall complete the work in accordance with the schedule below: Phase Description Calendar Days Construction Phase Services 365 calendar days from Notice to Proceed DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F APPENDIX B DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F City of Denton Lake Lewisville WTP Dewatering Improvements FEE SUMMARY Construction Phase Services Estimated Fees Construction Administration Assistance $255,092.25 Subtotal for Construction Services $255,092.25 DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F City of Denton Lake Lewisville WTP Dewatering Improvements CONSTRUCTION PHASE SERVICES WORK TASK DESCRIPTION E-6 E-4 E-3 E-2 E-1 T-3 Construction Administration Assistance Notice to Proceed 1 Project Management/Invoicing 96 Preconstruction Meeting 6 8 Monthly Pay Requests 16 48 Shop Drawings/Material Submittals (150)50 100 300 150 Requests For Information (75)38 150 150 Prepare Change Orders (4)32 40 40 On-Site Meetings (18)72 72 Final Project Inspection and Punchlist 8 24 60 Record Drawings 4 24 32 60 Subtotal 156 219 96 710 300 100 SUBTOTAL - CONSTRUCTION SERVICES: $242,945.00 SUBTOTAL - DIRECT NON-LABOR EXPENSES: $12,147.25 TOTAL FEE:$255,092.25 hours DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F APPENDIX C DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F 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 relat ionship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 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 s ection is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date 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 gov ernment 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 DocuSign Envelope ID: BB94AAA6-F468-49D5-9BA5-61DC5FE98C5F Exhibit B Garver, LLC None 8/15/2019 X Randall G. McIntyre X X X Certificate Of Completion Envelope Id: BB94AAA6F46849D59BA561DC5FE98C5F Status: Sent Subject: Please DocuSign: City Council Contract 6590-025 LLWTP Design Amendment 1 Source Envelope: Document Pages: 43 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Monisa Rogers AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Monisa.Rogers@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 8/8/2019 9:01:41 AM Holder: Monisa Rogers Monisa.Rogers@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Monisa Rogers monisa.rogers@cityofdenton.com Senior Buyer City Of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 8/8/2019 9:02:57 AM Viewed: 8/8/2019 9:03:07 AM Signed: 8/8/2019 9:04:36 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.206.20.193 Signed using mobile Sent: 8/8/2019 9:04:39 AM Viewed: 8/8/2019 9:09:55 AM Signed: 8/8/2019 9:10:35 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/8/2019 9:10:37 AM Viewed: 8/8/2019 10:35:28 AM Signed: 8/15/2019 3:00:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Randall McIntyre rgmcintyre@garverusa.com Garver, LLC Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 104.10.52.203 Sent: 8/15/2019 3:00:26 PM Resent: 8/15/2019 4:57:25 PM Resent: 8/15/2019 4:57:50 PM Viewed: 8/15/2019 11:17:41 PM Signed: 8/15/2019 11:20:41 PM Electronic Record and Signature Disclosure: Accepted: 8/15/2019 11:17:41 PM ID: 358efba8-6c1c-4549-8307-7443e46fe483 Signer Events Signature Timestamp Frank Pugsley frank.pugsley@cityofdenton.com Water Utilities Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/15/2019 11:20:43 PM Viewed: 8/16/2019 8:35:13 AM Signed: 8/16/2019 8:53:14 AM Electronic Record and Signature Disclosure: Accepted: 8/16/2019 8:35:13 AM ID: 4118ab0e-a5e3-4e43-8ff0-196729829c98 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/16/2019 8:53:16 AM 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 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/8/2019 9:04:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 8/8/2019 9:04:39 AM Carbon Copy Events Status Timestamp 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 Mamun Yusuf mamun.yusuf@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/16/2019 8:53:16 AM Payment Events Status Timestamps 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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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Randall McIntyre, Frank Pugsley, Todd Hileman 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.. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2111,Version:1 AGENDA CAPTION Consider and confirm the re-appointment by the City Manager of Darhyl Ramsey to the Civil Service Commission for the term beginning September 1, 2019 and ending August 30, 2022. City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Human Resources CM/ DCM/ ACM: Sara Hensley, Assistant City Manager DATE: September 10, 2019 SUBJECT Consider and confirm the re-appointment by the City Manager of Darhyl Ramsey to the Civil Service Commission for the term beginning September 1, 2019 and ending August 30, 2022. BACKGROUND Police and Fire personnel of the City of Denton are governed by Chapter 143 of the Texas Local Government Code and have been since the late 1940’s. With the adoption of Chapter 143, the City is required to implement a Civil Service Commission. Chapter 143.006(b) of the Texas Local Government Code states, “The commission consists of three members appointed by the municipality's chief executive and confirmed by the governing body of the municipality. Members serve staggered three-year terms with the term of one member expiring each year.” Per Chapter 143.006(c), a person appointed to the Commission must: (1) be of good moral character; (2) be a United States citizen; (3) be a resident of the municipality who has resided in the municipality for more than three years; (4) be over 25 years of age; and (5) not have held a public office within the preceding three years. The current Commissioners are Darhyl Ramsey, John Baines, and Lilyan Prado Carrillo. Ramsey has served on the Commission since August of 2004, Baines has served since August of 2017, and Prado has served since September of 2018. Ramsey’s term expired in August of 2019. Instead of an automatic reappointment, the City Manager wanted to have a more competitive process and seek letters of interest from qualified community members to serve on the Civil Service Commission. The Commissioner position was advertised on the City’s website from June 26 to July 12, 2019. Additionally, a link to our website advertising the Commissioner position was posted on Facebook, Twitter, and LinkedIn on June 27, 2019. The link was posted again on July 10 to Facebook and Twitter. Four community members submitted letters of interest: Darhyl Ramsey, Larry Capps, Ken Gold, and Josh Yeakel. Deputy City Manager Mario Canizares, Assistant City Manager Sara Hensley, and Human Resources Director Carla Romine followed up with phone conversations with all four citizens. After the phone conversations, a recommendation was made to the City Manager to reappoint Darhyl Ramsey. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com RECOMMENDATION The City Manager has elected to re-appoint Darhyl Ramsey to the Civil Service Commission. A brief biography has been attached. Ramsey is eligible to serve on the Commission again, but because of his tenure, his reappointment will need to be confirmed by two-thirds of the Council. The specific language of subsection 143.006 (c-1) states: “Notwithstanding Subsection (c)(5), the municipality’s chief executive may reappoint a commission member to consecutive terms. A commission member may not be reappointed to more than a third consecutive term unless the member’s reappointment to a fourth or subsequent consecutive term is confirmed by a two-thirds majority of all the members of the municipality’s governing body.” EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Darhyl Ramsey’s Bio Respectfully submitted: Carla Romine Director of Human Resources Darhyl S. Ramsey Dr. Darhyl Ramsey is a professor emeritus of music education at the University of North Texas. He holds degrees in music education from Carson-Newman College (BM) and the University of Iowa (MA, Ph.D.). He retired after 32 years at the University of North Texas but continues to serve in an adjunct capacity. Prior to coming to Denton, he taught at UT-San Antonio and the Pennsylvania State University. He was a band director in the public schools in Virginia. He is an elder at St. Andrew Presbyterian church where he is a member of several committees. Dr. Ramsey is a member of the Denton Morning Rotary Club. He is a past president and past Community Service Chair. He now serves as the treasurer for the organization. He is a 2006 graduate of Leadership Denton. He serves as the chair for the Interfaith Ministries board since 2013. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2121,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the approval of Change Order No.1 to the contract between the City of Denton and DDM Construction Corporation,for the Bonnie Brae Roundabout;providing for the expenditure of funds therefor;and providing an effective date (IFB 7027 -Change Order No.1 in the not-to-exceed amount of $585,310.35 for a total contract award aggregated to $3,490,847.05). City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 10, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of Change Order No. 1 to the contract between the City of Denton and DDM Construction Corporation, for the Bonnie Brae Roundabout; providing for the expenditure of funds therefor; and providing an effective date (IFB 7027 – Change Order No. 1 in the not-to-exceed amount of $585,310.35 for a total contract award aggregated to $3,490,847.05). IFB INFORMATION/BACKGROUND The North Bonnie Brae Street at Scripture Street Roundabout is part of the overall Bonnie Brae – IH 35E to Scripture project which was included in the City’s 2014 Bond Program. This project is also a capacity and mobility improvement in the City’s Mobility Plan as a secondary arterial. The scope consists of the construction of a four (4) lane divided roadway, including associated storm drain improvements and bicycle and pedestrian accommodations. The original construction contract was awarded on May 21, 2019, to DDM Construction Corporation (“DDM”) in the amount of $2,905,536.70. The changes are comprised of the following: Relocation of 20”, 16”, and 12” water mains. (This item accounts for the majority of the additional cost, and most of the additional time associated with this Change Order.) Due to the existing water mains being in conflict with the excavation and underground drainage improvements associated with this intersection, it was determined the lines needed to be relocated before the intersection was regraded and paved. Increased trench depths. DDM incurred additional costs for the water main, sanitary sewer main, and storm sewer installations. Due to ATMOS taking longer than anticipated to relocate their facility, DDM dug the trenches from the existing ground surface, thus involving far deeper trench depths and added cost than had been planned. DDM bid the project using the typical construction sequence which allows for mass excavation first before digging any trenches necessary for these utilities to be installed. Digging these trenches from the existing ground level and not waiting on ATMOS to complete their relocation also allowed the project to stay on schedule. Extended work hours. In order to condense the construction timeline, City Staff visited many of the local residences in early July to get their feedback on the idea of extended working hours (nights and weekends). The overwhelming response was that the inconvenience of extended working hours would be acceptable if it meant reopening the intersection to traffic significantly earlier. Since that time, the Contractor has regularly worked into the night, and on weekends. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Substitution of flex-base subgrade instead of lime-stabilized subgrade. This change was made in order to condense the construction time by several weeks, as there is a curing step associated with the lime-stabilized subgrade. Substitution of high-early strength (HES) concrete. This changed was made in order to condense the construction time by several weeks, as HES concrete needs far less time to cure. Asbestos abatement and building demolition reduced from 10 to 5. The Bid Form was structured anticipating ten structures would need asbestos abatement and demolition. A subsequent re- alignment of the southern portion of Bonnie Brae Street facilitated only five structures needing to be demolished. The asbestos assessments for each structure was completed subsequent to the award of the construction contract with each structure needing extensive abatement work. Though the work was more extensive than anticipated, the reduction in structures involved allows for a reduction in the contract. Additional asphalt depth encountered during milling operations. In several areas, the existing asphalt was found to be deeper than what was anticipated based on the boring log reports supplied in the bid documents. This required additional milling and haul-off costs. Additional traffic control signage. This was needed to prevent the traveling public from using the driveways and drive aisles at 2501 Bonnie Brae St. as cut-throughs. Delay in storm sewer pipe installation. On two occasions during excavation by DDM, there were underground utilities discovered that were not previously marked when locates were requested. Although the City expedited the identification and resolution of these utilities, DDM’s crew and equipment were delayed. Miscellaneous quantity increases/reductions from those in the bid form. These are associated with the items listed above. Reductions associated with the removal of bid items from the contract. These are items not required for the successful completion of this project or are capable of being done by the City. These items combined involve a net increase of $585,310.35 and 60 calendar days being added to the Contract Time for final completion. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) On May 21, 2019, Council approved a contract with DDM Construction Corporation in the amount of $2,905,536.70 (Ordinance 19-1054). On September 9, 2019, this item will be presented to the Public Utilities Board for recommendation to the City Council for consideration. RECOMMENDATION Award Change Order No. 1 with DDM Construction Corporation, enabling the City of Denton to proceed with the construction of the Bonnie Brae Roundabout in the amount of $585,310.35, for a total contract award aggregated to $3,490,847.05. PRINCIPAL PLACE OF BUSINESS DDM Construction Corporation Addison, TX ESTIMATED SCHEDULE OF PROJECT The estimated final completion date is January 2020. FISCAL INFORMATION The Bonnie Brae North 4B/Round-a-bout Project is funded from account 250023467.1360.40100 in the amount of $2,905,536.70. Upon Council approval; Purchase Order 189746 to DDM Construction Corporation will be increased by $585,310.35 for a new contract amount of $3,490,847.05. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance and Contract Exhibit 3: Ordinance and Change Order 1 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Todd Estes at 940-349-8917. Legal point of contact: Mack Reinwand at 940-349-8333. 1 ,, # R... .:.,, ... #. . 1. 1 ' . ! ',. ...... 1 .. . ..,. .. ,.. ..... ` ! ....,. l R'.. ! j ! R .. ...... ! * ': 1 ..... ... .. ........ ....... '.... ........ ......... ..... R• : I ' • R>1 R.... I ,, I.., ,,. . . ,,,. . r : . . -•' '. i'' • ' • • 1 . a. w •' • ' 4 # -.. . ' ' '' I ` E ' ` ,. r ' ' ^ • ' ' #' • r ... . ',,. ` " . , • ,^. • ... . • ` `'.. i ' ', ' ; . . . . "i ! *' • ' ` * " i '•` # ' • . ,, r + ' ', - ' i • ,, ' , . ' •' ' i i i '! • ` • i !,, # 1' ! • , •' • " s # ' a *. .! . ' ' •' . - i "• • • "w' " ' • • f ! ' ' a * Ir *' •' 1 •' " !' + ' #' r ' ` ' ` ` # • ' . . i' # •. • • .', ' . • ` •' -• 1 i . '!' ` i • . i • 1 . . ,! - ',• # " ' w' ' . '• ' • ' ,_ # . ' w ' . . ., ., .-• r 1 `! #' ' . . ' 1 w . . . . • ' ` s !' ! ! ' • ' ' " • i ' •. '; i * * ; # ' r ` i ` •. .... i ..,,. • .' ! '.... •: • • ' : . .•.. *.: i! ,'# '! ' ' # SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION _.6. This ordinance shall become effective immediately upon its passage and approval. second d bymotio to app ve this ordinance was m thebordinance was passedk ; a d Y and k; pproved by C -`11 v. : . , Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: y Abstain d^w t PASSED AND APPROVED this the ': ` day of _,''.;__ 2019. ATTEST: ROSA RIOS, CITY SECRETARY i , d' . I , rv ,. i w ,,,e, ^ u c + APPROVED AS TO LEGAL FORM: AARON ,..::.r, ,, CITY ATTORNEY BY: Q, T " f' N CHRIS "„;'I T S, MAYOR Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA ! # #" " $ 00 52 43 - 1 Agreement Page 1 of 6 CITY OF DENTON 7027 N. Bonnie Brae Street at Scripture Roundabout STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 SECTION 00 52 43 1 AGREEMENT 2 THIS AGREEMENT, authorized on ______________is made by and between the City of Denton, 3 a Texas home rule municipality, acting by and through its duly authorized City Manager, (“City”), 4 and DDM Construction Corporation, authorized to do business in Texas, acting by and through its 5 duly authorized representative, (“Contractor”). 6 City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: 7 Article 1. WORK 8 Contractor shall complete all Work as specified or indicated in the Contract Documents for the 9 Project identified herein. 10 Article 2. PROJECT 11 The project for which the Work under the Contract Documents may be the whole or only a part is 12 generally described as follows: 13 North Bonnie Brae Street at Scripture Street Roundabout 14 Contract No: 7027 15 Article 3. CONTRACT PRICE 16 City agrees to pay Contractor for performance of the Work in accordance with the Contract 17 Documents an amount, in current funds, of Two million nine hundred five thousand five hundred 18 thirty six Dollars and seventy cents ($2,905,536.70). 19 Article 4. CONTRACT TIME 20 4.1 Final Acceptance. 21 The Work will be complete for Final Acceptance within 150 days after the date when the 22 Contract Time commences to run, as provided in Paragraph 2.03 of the General Conditions, 23 plus any extension thereof allowed in accordance with Article 12 of the General Conditions. 24 4.2 Liquidated Damages 25 Contractor recognizes that time is of the essence for completion of Milestones, if any, and 26 to achieve Final Acceptance of the Work and City will suffer financial loss if the Work is 27 not completed within the time(s) specified in Paragraph 4.1 above. The Contractor also 28 recognizes the delays, expense and difficulties involved in proving in a legal proceeding, 29 the actual loss suffered by the City if the Work is not completed on time. Accordingly, 30 instead of requiring any such proof, Contractor agrees that as liquidated damages for delay 31 (but not as a penalty), Contractor shall pay City Two thousand Dollars ($2,000.00) for each 32 day that expires after the time specified in Paragraph 4.1 for Final Acceptance until the 33 City issues the Final Letter of Acceptance. 34 Article 5. CONTRACT DOCUMENTS 35 5.1 CONTENTS: 36 A. The Contract Documents which comprise the entire agreement between City and 37 Contractor concerning the Work consist of the following: 38 1. This Agreement. 39 2. Attachments to this Agreement: 40 DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA 00 52 43 - 2 Agreement Page 2 of 6 CITY OF DENTON 7027 N. Bonnie Brae Street at Scripture Roundabout STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 a. Bid Form 1 1) Proposal Form 2 2) Vendor Compliance to State Law Non-Resident Bidder 3 b. Current Prevailing Wage Rate Table 4 c. Worker’s Compensation Affidavit 5 d. General Conditions. 6 e. Supplementary Conditions. 7 3. The following located in File 7027 at: 8 https://lfpubweb.cityofdenton.com/MaterialsManagement/Browse.aspx?startid=199 &row=1&dbid=0: 10 a. Specifications described in the Table of Contents of the Project’s Contract 11 Documents. 12 b. North Central Texas Council of Governments Standard Specifications for Public 13 Works Construction – Fourth Edition, Divisions 200-800, and as amended by 14 City, and described in the Table of Contents of the Project’s Contract Documents. 15 c. Drawings. 16 d. Addenda. 17 e. Documentation submitted by Contractor prior to Notice of Award. 18 4. The following which shall be issued after the Effective Date and delivered to the City 19 within ten (10) days of the Effective Date and before beginning Work: 20 a. Payment Bond 21 b. Performance Bond 22 c. Maintenance Bond 23 d. Power of Attorney for the Bonds 24 e. Form 1295 – Certificate of Interested Parties (email to purchasing) 25 f. Insurance Certificate 26 5. The following which may be delivered or issued after the Effective Date and, if 27 issued, become an incorporated part of the Contract Documents: 28 a. Notice to Proceed. 29 b. Field Orders. 30 c. Change Orders. 31 d. Letter of Final Acceptance. 32 33 34 DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA 00 52 43 - 3 Agreement Page 3 of 6 CITY OF DENTON 7027 N. Bonnie Brae Street at Scripture Roundabout STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Article 6. INDEMNIFICATION 1 6.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own 2 expense, the city, its officers, servants and employees, from and against any and all 3 claims arising out of, or alleged to arise out of, the work and services to be performed 4 by the contractor, its officers, agents, employees, subcontractors, licensees or invitees 5 under this contract. This indemnification provision is specifically intended to operate 6 and be effective even if it is alleged or proven that all or some of the damages being 7 sought were caused, in whole or in part, by any act, omission or negligence of the city. 8 This indemnity provision is intended to include, without limitation, indemnity for any 9 and all costs, expenses and legal fees incurred by the city in defending against such 10 claims and causes of actions. 11 12 6.2 Contractor covenants and agrees to indemnify and hold harmless, at its own expense, 13 the city, its officers, servants and employees, from and against any and all loss of, 14 damage to, or destruction of, property of the city, arising out of, or alleged to arise out 15 of, the work and services to be performed by the contractor, its officers, agents, 16 employees, subcontractors, licensees or invitees under this contract. This 17 indemnification provision is specifically intended to operate and be effective even if it is 18 alleged or proven that all or some of the damages being sought were caused, in whole or 19 in part, by any act, omission or negligence of the city. 20 21 Article 7. MISCELLANEOUS 22 7.1 Terms. 23 Terms used in this Agreement which are defined in Article 1 of the General Conditions will 24 have the meanings indicated in the General Conditions. 25 7.2 Assignment of Contract. 26 This Agreement, including all of the Contract Documents may not be assigned by the 27 Contractor without the advanced express written consent of the City. 28 7.3 Successors and Assigns. 29 City and Contractor each binds itself, its partners, successors, assigns and legal 30 representatives to the other party hereto, in respect to all covenants, agreements and 31 obligations contained in the Contract Documents. 32 7.4 Severability. 33 Any provision or part of the Contract Documents held to be unconstitutional, void or 34 unenforceable by a court of competent jurisdiction shall be deemed stricken, and all 35 remaining provisions shall continue to be valid and binding upon City and Contractor. 36 7.5 Governing Law and Venue. 37 This Agreement, including all of the Contract Documents is performable in the State of 38 Texas. Venue shall be Denton County, Texas, or the United States District Court for the 39 Eastern District of Texas, Sherman Division. 40 DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA 00 52 43 - 4 Agreement Page 4 of 6 CITY OF DENTON 7027 N. Bonnie Brae Street at Scripture Roundabout STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 7.6 Authority to Sign. 1 Contractor shall attach evidence of authority to sign Agreement if signed by someone other 2 than the duly authorized signatory of the Contractor. 3 4 7.7 Prohibition On Contracts With Companies Boycotting Israel. 5 Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government 6 Code, the City is prohibited from entering into a contract with a company for goods or 7 services unless the contract contains a written verification from the company that it: (1) 8 does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 9 The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms 10 in Section 808.001 of the Texas Government Code. By signing this contract, Contractor 11 certifies that Contractor’s signature provides written verification to the City that 12 Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of 13 the contract. 14 15 7.8 Immigration Nationality Act. 16 Contractor shall verify the identity and employment eligibility of its employees who perform 17 work under this Agreement, including completing the Employment Eligibility Verification 18 Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms 19 and supporting eligibility documentation for each employee who performs work under this 20 Agreement. Contractor shall adhere to all Federal and State laws as well as establish 21 appropriate procedures and controls so that no services will be performed by any Contractor 22 employee who is not legally eligible to perform such services. CONTRACTOR SHALL 23 INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, 24 LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY 25 CONTRACTOR, CONTRACTOR’S EMPLOYEES, SUBCONTRACTORS, 26 AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right 27 to immediately terminate this Agreement for violations of this provision by Contractor. 28 29 7.9 No Third-Party Beneficiaries. 30 This Agreement gives no rights or benefits to anyone other than the City and the Contractor 31 and there are no third-party beneficiaries. 32 33 34 DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA 00 52 43 - 5 Agreement Page 5 of 6 CITY OF DENTON 7027 N. Bonnie Brae Street at Scripture Roundabout STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 7.10 No Cause of Action Against Engineer. 1 Contractor, its subcontractors and equipment and materials suppliers on the Project or their 2 sureties, shall maintain no direct action against the Engineer, its officers, employees, and 3 subcontractors, for any claim arising out of, in connection with, or resulting from the engineering 4 services performed. Only the City will be the beneficiary of any undertaking by the Engineer. 5 The presence or duties of the Engineer's personnel at a construction site, whether as on-site 6 representatives or otherwise, do not make the Engineer or its personnel in any way 7 responsible for those duties that belong to the City and/or the City's Contractors or other 8 entities, and do not relieve the Contractors or any other entity of their obligations, duties, and 9 responsibilities, including, but not limited to, all construction methods, means, techniques, 10 sequences, and procedures necessary for coordinating and completing all portions of the 11 construction work in accordance with the Contract Documents and any health or safety 12 precautions required by such construction work. The Engineer and its personnel have no 13 authority to exercise any control over any construction contractor or other entity or their 14 employees in connection with their work or any health or safety precautions. 15 16 SIGNATURE PAGE TO FOLLOW 17 18 DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA 00 52 43 - 6 Agreement Page 6 of 6 CITY OF DENTON 7027 N. Bonnie Brae Street at Scripture Roundabout STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 IN WITNESS WHEREOF, City and Contractor have each executed this Agreement to be effective 1 as of the date subscribed by the City’s designated City Manager (“Effective Date”). 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 ATTEST: 37 ROSA RIOS, CITY SECRETARY 38 39 40 _______________________________________ 41 42 43 APPROVED AS TO LEGAL FORM: 44 AARON LEAL, CITY ATTORNEY 45 46 _______________________________________ 47 CITY OF DENTON BY: ___________________________________ CITY MANAGER CONTRACTOR DDM CONSTRUCTION CORPORATION BY: ___________________________________ AUTHORIZED AGENT _______________________________________ NAME _______________________________________ TITLE _______________________________________ PHONE NUMBER _______________________________________ EMAIL ADDRESS THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA & # !%!$!# !" # "#" # ! #" #% ! DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA General Decision Number: TX190025 01/04/2019 TX25 Superseded General Decision Number: TX20180035 State: Texas Construction Type: Highway Counties: Archer, Callahan, Clay, Collin, Dallas, Delta, Denton, Ellis, Grayson, Hunt, Johnson, Jones, Kaufman, Parker, Rockwall, Tarrant and Wise Counties in Texas. HIGHWAY CONSTRUCTION PROJECTS (excluding tunnels, building structures in rest area projects & railroad construction; bascule, suspension & spandrel arch bridges designed for commercial navigation, bridges involving marine construction; and other major bridges). Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.60 for calendar year 2019 applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015. If this contract is covered by the EO, the contractor must pay all workers in any classification listed on this wage determination at least $10.60 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2019. If this contract is covered by the EO and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must pay workers in that classification at least the wage rate determined through the conformance process set forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate, if it is higher than the conformed wage rate). The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but it does not apply to contracts subject only to the Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/04/2019 * SUTX2011-007 08/03/2011 Rates Fringes CONCRETE FINISHER (Paving and Structures)......................$ 14.12 DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA ELECTRICIAN......................$ 19.80 FORM BUILDER/FORM SETTER Paving & Curb...............$ 13.16 Structures..................$ 13.84 LABORER Asphalt Raker...............$ 12.69 Flagger.....................$ 10.06 Laborer, Common.............$ 10.72 Laborer, Utility............$ 12.32 Pipelayer...................$ 13.24 Work Zone Barricade Servicer....................$ 11.68 POWER EQUIPMENT OPERATOR: Asphalt Distributor.........$ 15.32 Asphalt Paving Machine......$ 13.99 Broom or Sweeper............$ 11.74 Concrete Pavement Finishing Machine...........$ 16.05 Concrete Saw................$ 14.48 Crane Operator, Lattice Boom 80 Tons or Less........$ 17.27 Crane Operator, Lattice Boom over 80 Tons...........$ 20.52 Crane, Hydraulic 80 Tons or Less.....................$ 18.12 Crawler Tractor.............$ 14.07 Excavator, 50,000 pounds or less.....................$ 17.19 Excavator, over 50,000 pounds......................$ 16.99 Foundation Drill , Truck Mounted.....................$ 21.07 Foundation Drill, Crawler Mounted.....................$ 17.99 Front End Loader 3 CY or Less........................$ 13.69 Front End Loader, over 3 CY.$ 14.72 Loader/Backhoe..............$ 15.18 Mechanic....................$ 17.68 Milling Machine.............$ 14.32 Motor Grader, Fine Grade....$ 17.19 Motor Grader, Rough.........$ 16.02 Pavement Marking Machine....$ 13.63 Reclaimer/Pulverizer........$ 11.01 Roller, Asphalt.............$ 13.08 Roller, Other...............$ 11.51 Scraper.....................$ 12.96 Small Slipform Machine......$ 15.96 Spreader Box................$ 14.73 Servicer.........................$ 14.58 Steel Worker (Reinforcing).......$ 16.18 DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA TRUCK DRIVER Lowboy-Float................$ 16.24 Off Road Hauler.............$ 12.25 Single Axle.................$ 12.31 Single or Tandem Axle Dump Truck.......................$ 12.62 Tandem Axle Tractor with Semi Trailer................$ 12.86 Transit-Mix.................$ 14.14 WELDER...........................$ 14.84 ---------------------------------------------------------------- WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. ================================================================ Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). ---------------------------------------------------------------- The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of "identifiers" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than "SU" or "UAVG" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the "SU" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA ---------------------------------------------------------------- WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA ================================================================ END OF GENERAL DECISION DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 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ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA DocuSign Envelope ID: 16C328F6-105B-468A-9E6D-765E904B52FA Certificate Of Completion Envelope Id: 16C328F6105B468A9E6D765E904B52FA Status: Completed Subject: Please DocuSign: City Council Contract 7027 Bonnie Brae Roundabout Source Envelope: Document Pages: 95 Signatures: 5 Envelope Originator: Certificate Pages: 7 Initials: 1 Jamie Cogdell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 5/3/2019 11:11:22 AM Holder: Jamie Cogdell Jamie.Cogdell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jamie Cogdell jamie.cogdell@cityofdenton.com Senior Buyer City Of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 5/3/2019 11:22:15 AM Viewed: 5/3/2019 11:22:21 AM Signed: 5/3/2019 11:22:45 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 5/3/2019 11:22:48 AM Viewed: 5/3/2019 11:28:33 AM Signed: 5/3/2019 11:32:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 5/3/2019 11:32:42 AM Resent: 5/3/2019 2:00:17 PM Viewed: 5/3/2019 2:56:41 PM Signed: 5/3/2019 3:01:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zackery Markwardt zack@ddmcc.net Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 71.78.181.126 Sent: 5/3/2019 3:01:43 PM Viewed: 5/3/2019 3:44:01 PM Signed: 5/6/2019 9:11:38 AM Electronic Record and Signature Disclosure: Accepted: 5/3/2019 3:44:01 PM ID: 734d88b3-b78b-456a-815b-1e88f0d2d0b3 Signer Events Signature Timestamp Todd Estes todd.estes@cityofdenton.com City Engineer Capital Projects Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 174.206.61.38 Signed using mobile Sent: 5/6/2019 9:11:41 AM Viewed: 5/6/2019 10:51:40 AM Signed: 5/6/2019 10:52:02 AM Electronic Record and Signature Disclosure: Accepted: 5/6/2019 10:51:40 AM ID: d75612a1-4977-4ce5-8864-a972415cdac1 Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 5/6/2019 10:52:05 AM Viewed: 5/22/2019 10:30:13 AM Signed: 5/22/2019 10:30:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Sent: 5/22/2019 10:30:32 AM Viewed: 5/22/2019 10:32:06 AM Signed: 5/22/2019 10:32:10 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 5/22/2019 10:32:13 AM Viewed: 5/22/2019 10:50:03 AM Signed: 5/22/2019 10:51:00 AM Electronic Record and Signature Disclosure: Accepted: 5/22/2019 10:50:03 AM ID: 45d24ada-3d8a-4783-970c-2fc82724c253 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 5/3/2019 11:22:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 5/3/2019 11:22:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Annie Bunger annie.bunger@cityofdenton.com Administrative Assistant IV City of Denton Security Level: Email, Account Authentication (None) Sent: 5/6/2019 9:11:41 AM Viewed: 5/6/2019 10:58:30 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Pritam Deshmukh pritam.deshmukh@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/6/2019 9:11:41 AM Viewed: 5/6/2019 9:34:08 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 5/22/2019 10:30:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 5/22/2019 10:51:04 AM Viewed: 5/22/2019 11:42:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lee Perry lee.perry@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/22/2019 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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. ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON,A TEXAS HOME-RULE MUNICIPAL CORPORATION,AUTHORIZING THE APPROVAL OF CHANGE ORDER NO. 1 TO THE CONTRACT BETWEEN THE CITY OF DENTON AND DDM CONSTRUCTION CORPORATION,FOR THE BONNIE BRAE ROUNDABOUT;PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR;AND PROVIDING AN EFFECTIVE DATE (IFB 7027 -CHANGE ORDER NO.1 IN THE NOT-TO-EXCEED AMOUNT OF $585,310.35 FOR A TOTAL CONTRACT AWARD AGGREGATED TO $3,490,847.05). WHEREAS,on May 21,2019 byOrdinanceNo.19-1054,the Councilawardedacontractto DDMConstruction Corporation, inthe amount of $2,905,536.70forthe Bonnie BraeRoundabout; and WHEREAS,the Staff having recommended,andtheCityManagerhavingrecommendedto theCouncilthata changeorderbeauthorizedtoamendsuchcontractagreementwithrespecttothe scopeof workand a decrease in the paymentamount;NOW,THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. ChangeOrderNo.1,increasingtheamountof thecontractbetweentheCity and DDMConstructionCorporation,which is on file in the officeof the PurchasingAgent,in the amount of Five Hundred Eighty Five Thousand Three Hundred Ten and 35/100 ($585,310.35) dollars,is hereby approved andthe expenditure of funds therefore is hereby authorized in accordance withsaid change order.Thetotal purchase order amount increases to $3,490,847.05. SECTION 2.That this ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by ,the ordinance was passed and approved by the following vote r - 1: Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis,District 3: John Ryan, District 4: Deb Armintor,At Large Place 5: Paul Meltzer,At Large Place 6: Aye Nay Abstain Absent PASSED AND APPROVED this the day of ,2019. ATTEST: ROSA RIOS,CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL,CITY ATTORNEY CHRIS WATTS,MAYOR Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 3039791B-4F1C-410F-904C-7D52587225B6 ! ! ! 10. Contract Changes Unit Contract Unit Price Revised Estimated Cost 8" C900 DR-14 PVC Water Line LF $9,696.00 6" C900 DR-14 PVC Water Line LF $2,890.00 12" C900 DR-14 PVC Water Line LF $36,790.00 16" Ductile Iron CL52 Water Line LF $12,600.00 20" Ductile Iron CL52 Water Line LF $124,435.00 Trench Safety LF $7,441.00 30" x 1/2" Thick Steel Casing by Open Cut LF $20,250.00 6" Gate Valve Ea $4,400.00 8" Gate Valve Ea $2,400.00 12" Gate Valve Ea $17,200.00 20" Gate Valve Ea $6,000.00 20"x16" Tapping Sleeve Ea $6,300.00 Capital Projects 189746 1 4. Name of Project 5. Project Acct No.6. Date Prepared CITY OF DENTON CHANGE ORDER 1. Division (Department)2. Purchase Order No.3. Change Order No. DDM Construction Corporation 4004 Belt Line Rd. STE 112, Addison, TX 75001 8. Description of Work Included in Contract Construction of a four (4) lane divided roadway, included associated storm drain improvements and bicycle and pedestrian accommodations. 9. Changes ordered and reason ordered Changes associated with: 1) new items; 2)quantity changes; and 3) the removal of some bid items from the contract. North Bonnie Brae Street at Scripture Street Roundabout 250023467.1360.40100 Monday, August 26, 2019 7. Name and Address of Contractor Bid Item No Original Estimated Quantity Revised Estimate Quantity Negotiated C.O. Unit Price Original Estimated Cost 103 96 $101.00 $0.00 CHANGES ASSOCIATED WITH NEW ITEMS 104 17 $170.00 $0.00 114 1 $6,300.00 $0.00 $0.00 107 607 $205.00 $0.00 108 1,063 $7.00 $0.00 109 90 105 283 $130.00 $0.00 112 4 $4,300.00 $0.00 111 1 $2,400.00 $0.00 110 2 $2,200.00 $0.00 106 60 $210.00 $225.00 $0.00 113 1 $6,000.00 $0.00 Page 1 of 7 DocuSign Envelope ID: 3039791B-4F1C-410F-904C-7D52587225B6 10. Contract Changes (cont.) Unit Contract Unit Price Revised Estimated Cost 24"x20" Tapping Sleeve Ea $6,300.00 Connect to Existing 8" Water Line Ea $3,200.00 Connect to Existing 10" Water Line Ea $4,500.00 Connect to Existing 16" Water Line Ea $12,000.00 Connect to Existing 20" Water Line Ea $14,000.00 Connect to Existing 24" Water Line Ea $7,200.00 Remove Existing 16" Water Line LF $15,520.00 Abandon Existing 20" Water Line LF $7,350.00 Asphalt Pavement Repair LF $8,000.00 Ductile Iron Fittings Ton $4,200.00 20" Line Stop Ea $23,500.00 16" Line Stop Ea $20,000.00 Meter Connection Ea $1,200.00 Fire Hydrant Assembly Ea $2,800.00 Remove Existing Fire Hydrant Assembly Ea $1,100.00 16" Blind Flange Ea $4,200.00 12" Flexbase SY $198,597.50 Excavation - Extra Hours CY $109,617.60 Concrete Pavement 6" - Extra Hours SY $2,350.00 19A 188 $12.50 $0.00 131 10,735 $18.50 $0.00 8A 22,837 $4.80 $0.00 129 1 $1,100.00 $0.00 130 1 $4,200.00 $0.00 127 1 $1,200.00 $0.00 128 1 $2,800.00 $0.00 125 1 $23,500.00 $0.00 126 1 $20,000.00 $0.00 123 40 $200.00 $0.00 124 1.05 $4,000.00 $0.00 $7,200.00 $0.00 121 485 $32.00 $0.00 122 490 $15.00 $0.00 117 1 $4,500.00 $0.00 118 2 $6,000.00 $0.00 119 2 $7,000.00 $0.00 120 1 116 1 $3,200.00 $0.00 115 1 $6,300.00 $0.00 Bid Item No Original Estimated Quantity Revised Estimate Quantity Negotiated C.O. Unit Price Original Estimated Cost Page 2 of 7 DocuSign Envelope ID: 3039791B-4F1C-410F-904C-7D52587225B6 10. Contract Changes (cont.) Unit Contract Unit Price Revised Estimated Cost Concrete Pavement 8" - Extra Hours SY $4,628.00 Concrete Pavement 11" - High Early Strength, Extra Hours SY $305,298.00 Concrete Street Header - High Early Strength, Extra Hours LF $1,496.00 Monolithic Curb - High Early Strength, Extra Hours LF $4,954.00 24" Concrete Curb & Gutter - Extra Hours LF $7,938.00 10' Shared Use Path (5")SY $3,255.00 Asbestos Removal from Building - Extra Hours Ea $40,524.08 18" Reinforced Concrete Pipe (Cl III) - Extra Hours) LF $18,320.00 21" Reinforced Concrete Pipe (Cl III) - Extra Depth LF $4,420.00 24" Reinforced Concrete Pipe (Cl III) - Extra Depth LF $16,965.00 27" Reinforced Concrete Pipe (Cl III) - Extra Depth LF $11,388.00 30" Reinforced Concrete Pipe (Cl III) - Extra Depth LF $31,488.00 33" Reinforced Concrete Pipe (Cl III) - Extra Depth LF $32,580.00 36" Reinforced Concrete Pipe (Cl III) - Extra Depth LF $13,364.00 4'x3' Reinforced Concrete Box - Extra Hours LF $3,975.00 10' Standard Curb Inlet - Extra Hours Ea $940.00 15' Standard Curb Inlet - Extra Hours Ea $4,600.00 21A 7,269 $42.00 $0.00 25A 187 $8.00 $0.00 26A 4,954 $1.00 $0.00 27A 567 $14.00 $0.00 29A 93 $35.00 $0.00 37CA 5 $8,104.82 20A 89 $52.00 $0.00 Bid Item No Original Estimated Quantity Revised Estimate Quantity Negotiated C.O. Unit Price Original Estimated Cost $0.00 41A 229 $80.00 $0.00 42A 68 $65.00 $0.00 43A 195 $87.00 $0.00 44A 156 $73.00 $0.00 45A 384 $82.00 $0.00 46A 362 $90.00 $0.00 47A 257 $52.00 $0.00 48A 159 $25.00 $0.00 49A 1 $940.00 $0.00 50A 4 $1,150.00 $0.00 Page 3 of 7 DocuSign Envelope ID: 3039791B-4F1C-410F-904C-7D52587225B6 10. Contract Changes (cont.) Unit Contract Unit Price Revised Estimated Cost 10' Recessed Curb Inlet - Extra Hours Ea $3,200.00 4'x4' "Y" Inlet - Extra Hours Ea $3,600.00 Type M Manhole - Extra Depth Ea $14,700.00 Trench Safety - Extra Depth LF $2,353.00 Remove Existing Storm Pipe - Extra Hours LF $3,983.05 Remove Existing Inlet - Extra Hours Ea $2,286.00 Remove Existing Manhole - Extra Hours Ea $1,450.00 Asphalt Pavement Repair - Extra Hours LF $3,636.00 Remove Existing Manhole - Extra Hours Ea $1,400.00 8" SDR-26 PVC Sewer Line - Extra Depth LF $33,696.00 4" Sewer Service - Extra Depth Ea $1,400.00 4' Diameter Standard Manhole - Extra Hours Ea $30,000.00 5' Diameter Drop Manhole - Extra Hours Ea $5,500.00 Extra Dept for 4' Diameter Manhole - Extra Hours VF $800.00 Extra Dept for 5' Diameter Manhole - Extra Hours VF $750.00 Trench Safety (Depth 0-10 FT) - Extra Hours LF $688.50 Trench Safety (Depth 10-20 FT) - Extra Hours LF $495.00 Temporary Asphalt Pavement Repair - Extra Hours LF $13,580.00 Asphalt Pavement Repair - Extra Hours LF $1,400.00 Additional Milling for Additional Asphalt Depth LS $11,254.64 51A 4 $800.00 $0.00 52A 2 $1,800.00 $0.00 Bid Item No Original Estimated Quantity Revised Estimate Quantity Negotiated C.O. Unit Price Original Estimated Cost 53A 7 $2,100.00 $0.00 55A 1,810 $1.30 $0.00 57A 2,153 $1.85 $0.00 58A 9 $254.00 $0.00 59A 5 $290.00 $0.00 61A 404 $9.00 $0.00 92A 2 $700.00 $0.00 93A 624 $54.00 $0.00 94A 2 $700.00 $0.00 95A 6 $5,000.00 $0.00 96A 1 $5,500.00 $0.00 97A 4 $200.00 $0.00 98A 3 $250.00 $0.00 99A 459 $1.50 $0.00 100A 165 $3.00 $0.00 101A 388 $35.00 $0.00 102A 70 $20.00 $0.00 CO-1 1 $11,254.64 $0.00 Page 4 of 7 DocuSign Envelope ID: 3039791B-4F1C-410F-904C-7D52587225B6 10. Contract Changes (cont.) Unit Contract Unit Price Revised Estimated Cost Private Driveway Signs LS $1,012.67 Standby Time LS $12,929.91 Preparing ROW Sta -$4,200.00 Excavation CY -$61,965.00 Remove Existing Paving (Concrete)SY -$1,362.00 Remove Existing Sidewalk (Concrete) SY -$520.00 Remove Existing Asphalt Paving SY -$5,450.00 Remove Existing Building Ea -$26,000.00 Embankment CY $518.00 Backfill Sta -$840.00 Lime Slurry (63 LB/SY)Ton -$80,369.20 12" Lime Treated Subgrade SY -$84,245.00 Concrete Pavement 8"SY -$13,930.00 Concrete Pavement 11"SY -$84,675.00 3" Type "C" ACP SY $720.00 5" Type "B" ACP SY $1,612.00 8" Type "C" ACP SY $814.00 Curb Ramps Ea -$2,900.00 Asbestos Removal from Building Ea -$100,000.00 Cement Stabilized Backfill CY $2,583.00 Silt Fence LF -$156.80 2" Sch 40 PVC Conduit LF -$3,835.00 Installation of 250 Watt Cobrahead Fixture (Provided by DME) Ea -$300.00 #8 Bare Street Light Conductor LF -$520.20 #8 Insulated Street Light Conductor LF -$1,040.40 Type IB Double Line LF $148.00 Type IA Barrier Line LF $80.00 Type IA Broken Line LF -$469.00 CHANGES ASSOCIATED WITH QUANTITY CHANGES 81 80 $1.00 $0.00 82 -469 $1.00 $0.00 74 -612 $1.70 $0.00 80 74 $2.00 $0.00 72 -1 $300.00 $0.00 73 -306 $1.70 $0.00 63 -98 $1.60 $0.00 71 -295 $13.00 $0.00 37C -5 $20,000.00 $0.00 56 6.3 $410.00 $0.00 24 22 $37.00 $0.00 31 -2 $1,450.00 $0.00 22 48 $15.00 $0.00 23 26 $62.00 $0.00 20 -199 $70.00 $0.00 21 -1,129 $75.00 $0.00 $400.00 $0.00 17 -379.1 $212.00 $0.00 18 -12,035 $7.00 $0.00 14 -5 $5,200.00 $0.00 CO-2 1 $1,012.67 $0.00 CO-3 1 $12,929.91 $0.00 Bid Item No Original Estimated Quantity Revised Estimate Quantity Negotiated C.O. Unit Price Original Estimated Cost 7 -2.1 $2,000.00 $0.00 8 -6,885 $9.00 $0.00 11 -1,090 $5.00 $0.00 9 -227 $6.00 $0.00 10 -130 $4.00 $0.00 15 74 $7.00 $0.00 16 -2.1 Page 5 of 7 DocuSign Envelope ID: 3039791B-4F1C-410F-904C-7D52587225B6 10. Contract Changes (cont.) Unit Contract Unit Price Revised Estimated Cost Type IB Dotted Line LF -$260.00 Type IA Broken Line C/R RPM Ea -$7.00 Type IB Double Line A/A RPM Ea $16.00 Pedestrain Crosswalk, Type VA LF -$390.00 8" SDR-26 PVC Sewer Line LF -$12,716.00 4" Sewer Service Ea -$2,800.00 4' Dia. Standard Manhole Ea -$7,000.00 Trench Safety (Depth 0-10 FT)LF -$286.00 Trench Safety (Depth 10-20 FT)LF -$3.00 Temporary Asphalt Pavement Repair LF -$500.00 Topsoil Imported (Landscape Mixed Soil) SY -$34,342.00 Block Sodding SY -$8,928.00 Seeding SY -$8,650.00 10' Shared Use Path (5")SY -$16,656.00 Concrete Sidewalk (4")SY -$45,360.00 4" Stamped and Stained Concrete SY -$46,980.00 11" Stamped and Stained Concrete SY -$41,760.00 Small Sign Assembly Ea -$22,570.00 Sidewalk Retaining Wall LF -$23,800.00 Water Line Lowering Ea -$27,000.00 Stone Outlet Sediment Trap Ea -$680.00 $585,310.35 $585,310.35 New contract time: 210 days CHANGES ASSOCIATED WITH THE REMOVAL OF BID ITEMS FROM THE CONTRACT 68 -2 $340.00 $0.00 38 -140 $170.00 $0.00 62A -3 $9,000.00 $0.00 33 -348 $120.00 $0.00 91 -61 $370.00 $0.00 30 -1,008 $45.00 $0.00 32 -522 $90.00 $0.00 6 -8,650 $1.00 $0.00 29 -347 $48.00 $0.00 4 -4,906 $7.00 $0.00 5 -2,232 $4.00 $0.00 100 -3 $1.00 $0.00 101 -20 $25.00 $0.00 95 -1 $7,000.00 $0.00 99 -286 $1.00 $0.00 93 -289 $44.00 $0.00 94 -2 $1,400.00 $0.00 86 4 $4.00 $0.00 90 -60 $6.50 $0.00 84 -130 $2.00 $0.00 85 -7 $1.00 $0.00 Bid Item No Original Estimated Quantity Revised Estimate Quantity Negotiated C.O. Unit Price Original Estimated Cost TOTAL $0.00 11. Current Contract Price $2,905,536.70 Increase in contract price 12. Contract time increased/decreased by:60 day(s) New Contract Price $3,490,847.05 Decrease in contract price Page 6 of 7 DocuSign Envelope ID: 3039791B-4F1C-410F-904C-7D52587225B6 THE AFOREMENTIONED CHANGE, AND WORK AFFECTED THEREBY, IS SUBJECT TO ALL CONTRACT STIPULATIONS AND COVENANTS. 14. ACCEPTED BY CITY ENGINEER/DIRECTOR OF CAPITAL PROJECTS:_________________________________ Signature Date 13. SUBMITTED BY:________________________________ Project Manager Date 15. ACCEPTED BY CONTRACTOR: _________________________________________________ Title Signature Date ATTEST: CITY SECRETARY _________________________________ Signature Date 16. CITY MANAGER:_________________________________ Signature Date 18. PURCHASING/FINANCE:_________________________________ Signature Date 19. APPROVED AS TO LEGAL FORM:_________________________________ Signature Date Page 7 of 7 DocuSign Envelope ID: 3039791B-4F1C-410F-904C-7D52587225B6 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 Sec tion 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. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date 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 DocuSign Envelope ID: 3039791B-4F1C-410F-904C-7D52587225B6 Certificate Of Completion Envelope Id: 3039791B4F1C410F904C7D52587225B6 Status: Sent Subject: Please DocuSign: City Council Contract 7027 - Bonnie Brae Roundabout Change Order 1 Source Envelope: Document Pages: 9 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Laura Hermosillo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 laura.hermosillo@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 8/27/2019 2:15:34 PM Holder: Laura Hermosillo laura.hermosillo@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Laura Hermosillo laura.hermosillo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 8/27/2019 2:33:12 PM Viewed: 8/27/2019 2:33:29 PM Signed: 8/27/2019 2:33:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.206.23.82 Signed using mobile Sent: 8/27/2019 2:33:38 PM Viewed: 8/27/2019 2:35:13 PM Signed: 8/27/2019 2:37:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Alex Bernard Abernard@ddmcc.net Project Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.206.26.195 Sent: 8/28/2019 10:07:34 AM Viewed: 8/28/2019 3:02:24 PM Signed: 8/28/2019 3:28:21 PM Electronic Record and Signature Disclosure: Accepted: 8/28/2019 3:02:24 PM ID: 34e636f8-8d0d-42e3-8f63-354359421f8b Todd Estes Todd.Estes@cityofdenton.com City Engineer Capital Projects Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 174.206.33.140 Signed using mobile Sent: 8/28/2019 10:07:34 AM Viewed: 8/28/2019 3:26:56 PM Signed: 8/28/2019 3:27:12 PM Electronic Record and Signature Disclosure: Accepted: 8/28/2019 3:26:12 PM ID: 8e2dc284-ba71-45b6-921c-1b57b776c9d6 Signer Events Signature Timestamp Jim Jenks Jim.Jenks@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/28/2019 10:07:34 AM Resent: 8/28/2019 1:24:26 PM Viewed: 8/28/2019 2:43:26 PM Signed: 8/28/2019 2:44:43 PM Electronic Record and Signature Disclosure: Accepted: 8/28/2019 2:43:26 PM ID: 78f5a686-59d0-4b25-bc6c-603952fef106 Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/27/2019 2:37:32 PM Viewed: 8/28/2019 2:30:10 PM Signed: 8/28/2019 2:31:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/28/2019 3:28:24 PM 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 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign n erson Signer Events Signature Timestamp Editor Deliver Events Status Timestamp gent Deliver Events Status Timestamp ntermediar Deliver Events Status Timestamp Certified Deliver Events Status Timestamp Car on Cop Events Status Timestamp Car on Cop Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/27/2019 2:33:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 8/27/2019 2:33:38 PM 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 itness Events Signature Timestamp otar Events Signature Timestamp Envelope Summar Events Status Timestamps Envelope Sent Hashed/Encrypted 8/28/2019 3:28:24 PM a ment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-1978,Version:1 AGENDA CAPTION Receive a presentation for an ordinance of the City of Denton, Texas, which would amend the City of Denton Code of Ordinances Section 2-29 to add that members of the public addressing the body through a translator will be given at least twice the amount of time as members of the public not requiring a translator. City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM: DATE: Todd Hileman September 10, 2019 SUBJECT Receive a presentation for an ordinance of the City of Denton, Texas, which would amend the City of Denton Code of Ordinances Section 2-29 to add that members of the public addressing the body through a translator will be given at least twice the amount of time as members of the public not requiring a translator. BACKGROUND On June 10, 2019 the Texas State Legislature passed the HB 2840 (Exhibit 4) relating to public comments during open meetings. The new legislation, which goes into effect on September 1, 2019, requires that a member of the public who addresses the body through a translator be given at least twice the amount of time as a member of the public who does not require the assistance of a translator. Denton City Council meetings are conducted in accordance with the Rules of Procedure set forth in Sec. 2-29 of the Denton City Code of Ordinances. Members of the public currently have the following options to address the City Council during a City Council meeting: •Scheduled Citizen Report o Speakers interested in making a Citizen Report must register by noon the Thursday before the Council meeting by contacting the City Manager’s office. o Up to four speakers may present a report for up to four minutes. •Speaking during Open Microphone o Speaker must file a speaker registration card, or “Blue Card” with the City Secretary before the meeting. o Up to two people may speak for up to four minutes. •Comment on Consent Agenda items o Citizen comments on Consent Agenda items are considered during the “Citizen Comment on Consent Agenda Items” portion of the agenda, prior to Work Session presentations. o Speakers must file a speaker registration card, or “Blue Card” with the City Secretary before the Work Session begins. o Citizens may speak about these items for up to three minutes. •Comment on Individual Consideration items o Speakers must file a request to speak card, or “Blue Card” with the City Secretary before the item is called. o Citizens may speak for up to three minutes. •Public Hearings o Speakers are encouraged, but not required, to fill out a speaker registration card, or “Blue Card” with the City Secretary before the hearing. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com o Citizens can speak for four minutes, but Council may limit the time to three minutes if many speakers would like to comment on an item. o Applicants and their agents can speak for up to 10 minutes per speaker, with up to a total of 20 minutes for all speakers representing the applicant. RECOMMENDATION To ensure full compliance with HB 2840, staff recommends amending Section 2-29 Subsection (4) of the Code to allow members of the public who address the City Council during City Council meetings with the assistance of a translator be given twice the amount of time as a member of the public who does not require this assistance, as presented in the attached amended Rules of Procedure. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance Exhibit 3 – Section 2-29 Subsection (4) Recommended Amendments Exhibit 4 – HB 2840 Enrolled Respectfully submitted: Rachel Wood Chief of Staff ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON,TEXAS,AMENDING THE CITY OF DENTON CODE OF ORDINANCES SECTION 2-29 TO ADD THAT MEMBERS OF THE PUBLIC ADDRESSING THE BODY THROUGH A TRANSLATOR WILL BE GIVEN AT LEAST TWICE THE AMOUNT OF TIME AS MEMBERS OF THE PUBLIC NOT REQUIRING A TRANSLATOR;PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS,the City Council of the Cityof Denton desires to conduct the City Council meetings of the City of Denton in the most efficient and time effective manner; and WHEREAS, the City Council also desires to allow open dialogue by citizens of the community regarding the business of city government; and WHEREAS, on June 10,2019,the Texas State Legislature passed HB 2840 relating to public comments during open meetings that requires a member of the public who addressesthe body through a translator be given at least twice the amount of timeas a member of the public who does not require the assistance of a translator;and WHEREAS,Denton City Council meetings are conducted in accordance with the Rules of Procedure set forth in Section 2-29 of the Denton City Code of Ordinances; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Thatthe Codeof Ordinances,Denton,Texas,is herebyamendedbyadding a section, to be numbered 2-29(f)(4)(h),which said section reads as follows: (h)Use ofa translator. Any member of thepublic addressing the City Council through a translator will be given twice the amount of time to present to the Council as a member of the public who does not require the assistance of a translator. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. 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 ChrisWatts,Mayor: GerardHudspeth,District 1:ii Keely Briggs,District 2: Jesse Davis,District 3: John Ryan,District 4: Deb Armintor,At Large Place 5: Paul Mcltzcr, At Large Place 6: PASSED AND APPROVED this the day of ,2019. ATTEST: ROSA RIOS,CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL,CITY ATTORNEY BY: CHRIS WATTS,MAYOR Sec. 2-29. - City council rules of procedure. (4) Presentations from members of the public: a. Reports from members of the public: Reports from members of the public shall be received through either of two (2) methods: 1) prior registration or 2) open microphone. 1) Prior registration. Any person who wishes to place a subject on the council agenda at regular council meetings shall advise the city manager's office of that fact and the specified subject matter which he or she desires to place on the agenda no later than 12:00 p.m. Thursday prior to the council meeting at which he or she wishes the designated subject to be considered. Such reports shall be heard at the beginning of the regular meeting of the city council pursuant to an agenda posting allowing a period of public comment. Up to four (4) speakers per meeting will be assigned to speak at this forum. Each speaker providing a report shall speak for no longer than four (4) minutes. At the conclusion of each report, council may pose questions to the speaker concerning his or her report. Council may also engage in discussion concerning each report. If the city council believes that a speaker's report requires a more detailed review, the council will give the city manager or city staff direction to place the item on a future work session or regular meeting agenda and advise staff as to the background materials to be desired at such meeting. 2) Open microphone. At the beginning of the regular meeting of the city council, up to two (2) persons who have not registered to speak as above described may make comments through the open microphone procedure. Such person(s) shall have filed a "Blue Card" requesting to speak during this period prior to the calling of this agenda item. At the time the city council calls the Open Microphone comment period, a person may present himself or herself and make public comments regarding public business; provided however, such persons shall not be allowed to speak to items on the current agenda in light of other established procedures for taking such comments as specified in these rules. No person may fill out a "request to speak" form in order to speak or comment on another person's report, which is given at the same council meeting. An announcement may be made, prior to the time for reports from members of the public on the agenda, summarizing the main portions of the rules and the "code of conduct" as they may apply to members of the public speaking to the council. Any speaker providing a report shall speak for no longer than four (4) minutes on all items that he or she may bring before the council at each meeting. b. Work session or workshop items: As it concerns the workshop agenda, citizens or other interested persons may not participate in the session unless invited to do so by the mayor. If the mayor invites citizens to participate in a work session, their participation will cease at the point the mayor closes the session to public input to allow the council to give city staff direction as to needed information for the possible future meeting on the item. Citizens should be advised of the nature of the work session, but that their input on these items is premature until such item is placed upon a city council agenda for final action. The purpose of this procedure is to allow the citizens attending the regular meeting the opportunity of hearing the views of their fellow citizens in a more formal setting. Any citizen may supply the city council a written statement or report regarding the citizen's opinion on a matter being discussed in a work session. c. Speaking on consent and regular agenda items: Any person who wishes to address the council regarding a non-public hearing regular or consent agenda item that is on the council's agenda, shall complete a "request to speak" form asking to speak regarding the item and shall return it to the city secretary. On consent items, the request to speak card shall be submitted prior to the citizen comment on consent agenda items at the beginning of the city council meeting. On regular agenda items, the request to speak card shall be submitted prior to the time the city council considers the item. The mayor will call upon the person who desires to speak. 1) Consent agenda items: When consent agenda items are posted on an agenda, citizens or other interested persons will be allowed to make citizen comment immediately after the opening of the city council meeting and prior to workshop or work session items on the agenda by filling out a "request to speak" card (aka a "blue card") asking to speak on any or all consent agenda items and returning the form to the city secretary. In the event a person is unable to attend the city council workshop or work session, he or she may contact the city secretary prior to the opening of the meeting and request that a consent agenda item be pulled from the consent agenda in order to allow comment as an individual item at the regular meeting of the city council. The city secretary shall make any such request known to the city council. Consent agenda items are generally routine nature, so comment at this time facilitates the regular council meeting where no citizen comment on consent agenda items will be permitted, unless the item is removed from the consent agenda by a member of the council to be considered as an individual item during the regular meeting. Speakers will be allowed three (3) minutes per speaker and may comment on any or all consent agenda items so long as any speaker's time does not exceed a total of three (3) minutes. 2) Regular agenda items: During the regular session of the city council meeting, any citizen or interested person may comment on an item posted on the agenda for final action. Any person who wishes to address the council regarding a non-public hearing item that is on the council's agenda, shall complete a "request to speak" form asking to speak regarding the item and shall return it to the city secretary before the council considers the item. This procedure applies to speakers desiring to speak to items for individual consideration on the agenda during the regular meeting of the city council. The mayor will call upon the person to speak. Speakers will be allowed three (3) minutes per speaker as to any particular agenda item being considered by the city council. d. Public hearings: 1) Any person who wishes to address the council at a public hearing is encouraged to com plete a "request to speak" form and return it to the city secretary before the applicable hearing. The mayor will call upon the person to speak. Speakers will be allowed four (4) minutes per speaker as to any public hearing item. However, if numerous speakers desire to comment on an item, council may limit speakers to three (3) minutes per speaker. Applicants and their agents on public hearing items shall be allowed to speak for no longer than ten (10) minutes per speaker with a total of twenty (20) minutes for all speakers representing the applicant. 2) To facilitate the public hearing process in zoning cases the following procedure will be used: a) The mayor reads the zoning case caption, and then opens the public hearing. b) The city manager introduces the city staff for presentation. c) City staff presents facts relevant to the matter. d) The applicant presents his or her case, with potential questions of the applicant from the city council. e) The council receives input from the public, with potential questions of speakers from the city council. f) The applicant will be given an opportunity to make rebuttal comments. g) The city staff and/or the applicant will answer any questions of the city council. h) Upon conclusion of these questions and answers, the mayor will continue or close the public hearing. e. Groups or organizations: Any group or organization comprised of four (4) or more members present in the city council chambers who wishes to address the council at a public hearing or on a non-public hearing agenda item shall designate a representative to address the city council and shall limit their remarks to ten (10) minutes or less. The group or organization shall turn in a written designation to the city secretary, on cards prepared by the city secretary of a different color from cards submitted by individual speakers, prior to the commencement of the meeting identifying the representative who will address the city council on behalf of the group or organization. At the time the representative is recognized by the mayor to speak, the group or organization will be asked to stand to be recognized prior to the receipt of comments by the representative. f. Discretionary time: At the discretion of the presiding officer or a majority of the city council, any speaker may be granted an extension of time to speak. g. Audio/Visual aids: Any citizen desiring to use audio/visual aids during presentations to council shall submit such presentation to the city secretary twenty-four (24) hours prior to the meeting where the presentation will occur. h. Use of a translator: Any member of the public addressing the City Council through a translator will be given twice the amount of time to present to the Council as a member of the public who does not require the assistance of a translator. H.B.ANo.A2840 AN ACT relating to the right of a member of the public to address the governing body of a political subdivision at an open meeting of the body. BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: SECTIONA1.AASubchapter A, Chapter 551, Government Code, is amended by adding Section 551.007 to read as follows: Sec.A551.007.AAPUBLIC TESTIMONY. (a) This section applies only to a governmental body described by Sections 551.001(3)(B)-(L). (b)AAA governmental body shall allow each member of the public who desires to address the body regarding an item on an agenda for an open meeting of the body to address the body regarding the item at the meeting before or during the body ’s consideration of the item. (c)AAA governmental body may adopt reasonable rules regarding the public ’s right to address the body under this section, including rules that limit the total amount of time that a member of the public may address the body on a given item. (d)AAThis subsection applies only if a governmental body does not use simultaneous translation equipment in a manner that allows the body to hear the translated public testimony simultaneously. A rule adopted under Subsection (c) that limits the amount of time that a member of the public may address the governmental body must 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 1 provide that a member of the public who addresses the body through a translator must be given at least twice the amount of time as a member of the public who does not require the assistance of a translator in order to ensure that non-English speakers receive the same opportunity to address the body. (e)AAA governmental body may not prohibit public criticism of the governmental body, including criticism of any act, omission, policy, procedure, program, or service. This subsection does not apply to public criticism that is otherwise prohibited by law. SECTIONA2.AAThis Act takes effect September 1, 2019. 1 2 3 4 5 6 7 8 9 10 H.B.ANo.A2840 2 ______________________________ ______________________________ AAAAPresident of the Senate Speaker of the HouseAAAAAA I certify that H.B. No. 2840 was passed by the House on May 3, 2019, by the following vote:AAYeas 138, Nays 3, 1 present, not voting. ______________________________ Chief Clerk of the HouseAAA I certify that H.B. No. 2840 was passed by the Senate on May 22, 2019, by the following vote:AAYeas 31, Nays 0. ______________________________ Secretary of the SenateAAAA APPROVED:AA_____________________ AAAAAAAAAAAAAAAAAAAADateAAAAAAAAAA AAAAAAAAAAA_____________________ AAAAAAAAAAAAAAAAAAGovernorAAAAAAA H.B.ANo.A2840 3 Rules of Procedure Updates City Council Meeting September 10, 2019 1 Background •On June 10, 2019 the Texas State Legislature passed HB 2840 to require that a member of the public who addresses the body through a translator be given at least twice the amount of time as a member of the public who does not require the assistance of a translator. •Rules of Procedure changes require that the amendment be presented to the City Council in a meeting before being considered for adoption. 2 of 3LegistarID: 19-1978 Background •Staff recommends amending Section 2-29 Subsection (4) of the Code to allow to allow for the additional time. •The Code will be in compliance by adding: •H. Use of a translator: Any member of the public addressing the City Council through a translator will be given twice the amount of time to present to the Council as a member of the public who does not require the assistance of a translator. •This item will be on the consent agenda for the September 17, 2019 City Council meeting. 3 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:Z19-0006d,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas,amending Ordinance 2015-217 to revise the overlay conditions on approximately 30.7 acres of land zoned Neighborhood Residential (NR-3)District, generally located on the southwest corner of Hinkle Drive and West Windsor 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 thereof;providing for severability and an effective date.The Planning and Zoning Commission recommended approval of the request (6-1).THIS ITEM WAS POSTPONED AT THE AUGUST 20,2019 CITY COUNCIL MEETING.(Z19-0006d,Fireside Addition,Julie Wyatt) City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton ______________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: September 10, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance 2015 -217 to revise the overlay conditions on approximately 30.7 acres of land zoned Neighborhood Residential (NR-3) District, generally located on the southwest corner of Hinkle Drive and West Windsor 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 thereof; providing for severability and an effective date. The Planning and Zoning Commission recommended approval of the request (6-1). THIS ITEM WAS POSTPONED AT THE AUGUST 20, 2019 CITY COUNCIL MEETING. (Z19-0006d, Fireside Addition, Julie Wyatt) BACKGROUND The applicant is requesting an amendment to Ordinance 2015-217 to remove overlay restrictions to facilitate a single-family residential development. A public hearing for the request was held at the August 20, 2019 City Council meeting. During the meeting, several Councilmembers raised additional questions regarding the proposed design of the fencing and right-of-way, including regulations regarding perimeter fences, the types of street trees which can be located near electric lines, and the cost to bury the electric lines along Hinkle Drive. Staff compiled further detail and clarification regarding the areas of concern as shown below and in Exhibits 8 and 9. 1. The following is a comparison of the perimeter fence requirements from the 2002 Denton Development Code, the 2019 Denton Development Code, and the existing overlay restrictions. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Perimeter Fence Comparison 2002 DDC 2019 DDC Ordinance 2015-217 Requirement Section 35.13.9: Perimeter fences are not mandatory; however, when used, all perimeter fences or walls shall be constructed in compliance with applicable Code of Ordinance provisions. Section 7.7.8B.1: A Perimeter fence meeting the standards shall be provided around the perimeter of residential subdivisions along all arterials and corridors. Required Materials & Construction Perimeter fences shall be constructed of wood, wrought iron, masonry, brick, vinyl, PVC, or composite material, and shall be designed and constructed to allow proper drainage flow. The structural support members of wooden perimeter fences shall be located on the interior of the fence and shall not be visible from public view. Natural vegetative edge row is also permitted. Section 7.7.8.C.1.a: For new development, allowable perimeter fence materials fronting the public right-of- way include only masonry, wrought iron, elevated and sealed wood, or a combination of masonry, wrought iron, and elevated and sealed wood. Section 7.7.8D.2: All fences should be designed to allow for proper drainage flow and structural support shall not be visible from public view. Fence design and materials shall be installed and maintained consistently for the entire length of the fence. Natural vegetative edge row is also permitted. A perimeter fence with a “wrought" iron appearance, with taller posts topped by a cast stone column cap every 24 feet will be installed along the perimeter of the site. Height Fences constructed along rear and side property lines shall not exceed eight (8) feet in height. Fences that are constructed in front yards or forward of the front building line shall not exceed three and one-half (3½) feet in height Table 7.H: 8 feet, provided such fence does not extend beyond the front building line of the principal structure, 4 feet otherwise. Height as permitted by DDC. Location Fences shall not be located within any right-of-way, easement, designated fire lane, or within any required parking spaces. Fences shall not obstruct safe vehicular or pedestrian passage; ingresses or egresses; nor shall they obscure any sight visibility lines or sight visibility triangles. Perimeter fences shall be set back at least ten (10) feet from the edge of right-of-way pavement or five (5) feet from sidewalks, whichever is greater. The measurement associated with the sidewalk shall be taken from the edge of the sidewalk that is closest to the property line or the edge of the sidewalk furthest from the centerline of the road. A vision clearance area meeting the standards contained in the Transportation Criteria Manual shall be provided (during platting, a 20-foot corner clip was required at Windsor and Hinkle to accommodate the sight visibility) Section 7.7.8D.4: Fences shall not be located within any right-of-way, easement, designated fire lane, or within any required parking spaces. Fences shall not obstruct safe vehicular or pedestrian passage; ingresses or egresses; nor shall they obscure any sight visibility lines or sight visibility triangles contained in the Transportation Criteria Manual. Location as permitted by DDC. 2. 2019 DDC regulations regarding distances between back-to-back fences. While the topic of back-to-back fences was discussed as part of the recent update to the Denton Development Code, specific regulations were not included as part of the adopted 2019 DDC. 3. Provide a cost estimate to bury the electric lines. Per DME’s recent estimate, the total cost to bury the electric lines on Hinkle Drive adjacent to the subject property is approximately $855,000. This estimate does not include the cost for the foreign communication lines also located on the existing poles. 4. The following provides information on the adjacent sidewalk connections. The required sidewalks will connect at the intersection of Windsor and Hinkle Drives, providing for a link to the park trails to the north. The sidewalk on Hinkle Drive will connect to the existing sidewalk on the abutting property to the south; however, at this time, that sidewalk does not extend past that property. Currently, there is not a sidewalk connection to the west of the subject property on Windsor Drive. The property has been the subject of two previous zoning actions: 2007 and 2015. The overlay restrictions which are the subject of the current request were established through a rezoning in 2007 and a zoning amendment in 2015. They provided for specific site design guidelines for development on the subject property, including increased setbacks, perimeter fencing, and building materials. • On February 6, 2007, City Council approved a zoning change from Neighborhood Residential 2 (NR-2) District to Neighborhood Residential 3 (NR-3) District with overlay restrictions on the subject site. The overlay conditions were in response to surrounding resident concerns and based upon a detailed site plan which included single-family detached and townhome dwellings: 1. The woods along the south and east boundary of the site will be preserved. 2. A perimeter fence with a "wrought" iron appearance, with taller posts topped by a decorative finial at the comer of each lot will be installed along the perimeter of the site. The setback of the fence will be 50' minimum from the existing curb. Rows of shrubbery between the fence and sidewalk will be installed to obtain privacy. The distance from the fence and back of sidewalk will be a minimum of 12-feet. The developer, and later an H.O.A., will take responsibility for maintenance and irrigation of the approximately 3-acre perimeter landscape area. 3. Except for glazing, doors, and trim, the exterior of the homes shall be of vitrified clay brick or stone for all vertical surfaces with a direct load path to the foundation. 4. The following restrictions and conditions shall apply to single- family detached homes: a. Street right-of-way shall be a minimum of 56 feet. b. Parkway width shall be a minimum of 9 feet. c. Sidewalk width shall be a minimum of 5 feet. d. Front yard setback shall be a minimum of 15 feet. e. Side yard setbacks shall be a minimum of 6 feet. f. Rear yard setback shall be a minimum of 10 feet, except for Rear Entry Garages. g. Rear yard setback shall be a minimum of 20 feet if garages are accessed through the rear of the property. h. Front Entry Garages shall be setback 12 feet from the front most wall of that unit. i. Three-car Garages shall not face the street. • In 2015, a new property owner approached the City with a proposed development for single-family homes for adults aged 55 and older. The owner determined that some of the overlay restrictions would limit development and pose safety concerns for future residents. As a result, he submitted a rezoning application to amend the overlay restrictions, but maintained the underlying zoning of NR-3 District. The following changes were made to the 2007 overlay conditions and are currently in effect for the property: 1. A perimeter fence with a "wrought" iron appearance, with taller posts topped by a decorative finial at the comer of each lot will be installed along the perimeter of the site. The setback of the fence will be 50' minimum from the existing curb. The developer, and later an H.O.A., will take responsibility for maintenance and irrigation of the all open spaces and site amenities. 2. Except for glazing, doors, and trim, the exterior of the homes shall be of vitrified clay brick or stone for all vertical surfaces with a direct load path to the foundation. 3. Three-car Garages shall not face the public or private right-of-way where the entrance/address is located. 4. Any ingress or egress to the subject property shall not remove the on -street bike lane on Hinkle Drive The current request would modify the restrictions to allow for opaque perimeter fencing, reduced setback, and varied exterior building materials. No changes to the underlying zoning (use, density, dimensional requirements) are proposed. A full Staff Analysis is provided in Exhibit 2. PLANNING AND ZONING COMMISSION On August 7, 2019, the Planning and Zoning Commission held a public hearing for the proposal. At the public hearing, staff presented an analysis of the request with a recommendation of approval. Several residents spoke in opposition to the project, citing concerns related to building quality, revisions to the previous proposals for the site, visual impacts of an opaque fence along the corridors, traffic associated with additional residents, and drainage capacity in the onsite detention ponds. Additional stops signs for the area were also discussed. In order to address resident concerns of speeding and cut-through traffic, the City’s Engineering Department is nearing completion of design for a roundabout at the intersection at Hinkle Drive and Mimosa Drive. Construction of the facility is scheduled for completion by Spring 2020. The Planning and Zoning Commission deliberated the request and discussed with the applicant the potential of a masonry wall along West Windsor Drive as a lower maintenance, higher-quality solution along the arterial roadway. The applicant responded that the wall was not part of the cost estimates and not feasible at this time. At the close of the public hearing, a motion was made to approve the request with an amendment to require a masonry wall along West Windsor Drive. The motion failed for lack of a second. Following the first motion, the Commission discussed the possibility that a future homeowner could install a privacy fence inside the wrought-iron perimeter fence. The applicant responded that there are no provisions in the restrictive covenants that could prevent a private property owner from installing privacy fencing. Ultimately, the Commission determined that the proposed wooden fence would provide privacy for backyards and a uniform appearance at the right-of-way. The Planning and Zoning Commission recommended approval of the request [6-1]. OPTIONS 1. Recommend approval. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommended approval of the request (6-1). Staff recommended approval of the following modified overlay conditions, as they are compatible with the surrounding property and consistent with the overall goals and objectives of the Denton Plan 2030. 1. A street perimeter fence constructed of 6 foot tall board on board cedar fence with a top rail and cap. Taller stone and/or brick columns topped by a cast stone column cap will be placed every 100 feet along street perimeter, and at any corners and any terminus. A vertical landscape element is to be planted at midpoint between taller columns. Street trees are required along Hinkle Drive and Windsor Drive. The street trees will include alternating shade and ornamental trees spaced at maximum 20 feet on center. The developer, and later a homeowner's association, will take responsibility for maintenance and irrigation of all perimeter fencing, street trees on Hinkle and Windsor Drives, open spaces and site amenities. 2. The setback of the proposed homes will be 40-feet from the existing Hinkle Drive & Windsor Drive curb. 3. Three-car Garages shall not face the street. 4. Any ingress or egress to the subject property shall not remove the on- street bike lane on Hinkle Drive. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action 2002 City Council City-wide rezoning Approval of NR-2 District February 6, 2007 City Council Rezoning from NR-2 to NR-3 with overlay restrictions Approval with overlay restrictions July 21, 2015 City Council Rezoning to modify overlay restrictions Approval with overlay restrictions November 17, 2015 City Council Chapter 26 of the Texas Parks and Wildlife Code for an offsite drainage area on City of Denton’s Bowling Green Park to accommodate outfall from west detention pond Approval (Ordinance 2015-368) January 13, 2016 Planning and Zoning Commission Final Plat Approval, but expired March 21, 2018 Planning and Zoning Commission Preliminary Plat Approval August 22, 2018 Planning and Zoning Commission Final Plat Approval August 7, 2019 Planning and Zoning Commission Subject rezoning to revise overlay restrictions Approval (6- 1) August 20, 2019 City Council Subject rezoning to revise overlay restrictions Postpone PUBLIC OUTREACH: Eighteen were sent to property owners within 200 feet of the subject property. As of the writing of this report, staff has received four responses (0 in favor, 6 opposed, 1.29% within 200 feet of the request). Ninety-five courtesy notices were sent to physical addresses within 500 feet of the subject property. A notice was published in the Denton Record Chronicle on June 29, 2019 and July 21, 2019. A notice was published on the City’s website on June 30, 2019. Five signs were posted on the property on July 16, 2016. As part of the request, the applicant held a neighborhood meeting on May 8, 2019, where approximately 45 members of the public attended. Primary concerns included frustration with the changes from the concepts in 2007 and 2015, traffic, visual impacts of 2-story homes, a desire for an age-restricted development, and visibility at the intersection of West Windsor and Hinkle. DEVELOPER ENGAGEMENT DISCLOSURES No developer contact and/or meeting disclosures have been provided to staff as of the issuance of this report. EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Site Location Map 4. Existing Zoning Map 5. Future Land Use Map 6. Ordinance 2015-217 7. Notification Map and Responses 8. DME Approved Tree List 9. Site Plan 10. Presentation 11. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Julie Wyatt Senior Planner Da Z19-0006d Fireside Park 1 September 10, 2019 City Council 1 Request: 1.Z19-0006–amend Ordinance 2015-217 to revise the overlay conditions on approximately 30.7 acres of land zoned Neighborhood Residential (NR-3) District, generally located on the southwest corner of Hinkle Drive and West Windsor Drive The request would not modify the permitted uses or increase density. The purpose is to only amend design standards 9/10/2019 File ID: Z19-0006d 2 1.A perimeter fence with a "wrought" iron appearance, with taller posts topped by a decorative finial at the corner of each lot will be installed along the perimeter of the site. The setback of the proposed homes will be 50' minimum from the existing curb. The developer, and later an H.O.A., will take responsibility for maintenance and irrigation of the all open spaces and site amenities. 2.Except for glazing, doors, and trim, the exterior of the homes shall be of vitrified clay brick or stone for all vertical surfaces with a direct load path to the foundation. 3.Three-car Garages shall not face the public or private right-of-way where the entrance/address is located. 4.Any ingress or egress to the subject property shall not remove the on-street bike lane on Hinkle Drive Background 39/10/2019 File ID: Z19-0006d Date Request Action 2002 City-wide rezoning NR-2 District 2/6/2007 Rezoning from NR-2 to NR-3 with overlay restrictions Approval with overlay restrictions 7/21/2015 Rezoning to modify overlay restrictions Approval with overlay restrictions 8/22/2018 Final Plat*Approval * Filed and under construction NRMU-12 RD-5(X) NR-2 Current Zoning: NR-3 with overlay conditions The proposal: •Modify conditions to allow for opaque perimeter fencing, reduced setback, and varied exterior building materials; •Would not change the existing zoning, increase permitted density, or introduce additional uses 9/10/2019 NR-3 NR-6 File ID: Z19-0006d 4 1.A street perimeter fence constructed of 6 foot tall board on board cedar fence with a top rail and cap. Taller stone and/or brick columns topped by a cast stone column cap will be placed every 100 feet along street perimeter, and at any corners and any terminus. A vertical landscape element is to be planted at midpoint between taller columns. Street trees are required along Hinkle Drive and Windsor Drive. The street trees will include alternating shade and ornamental trees spaced at maximum 20 feet on center. The developer, and later a homeowner's association, will take responsibility for maintenance and irrigation of all perimeter fencing, street trees on Hinkle and Windsor Drives, open spaces and site amenities . 2.Except for glazing, door, and trim, the exterior of the homes shall be of masonry material comprising of a minimum 70% vitrified clay brick and/or stone for all vertical surfaces and a maximum 30% cementitious siding and/or stucco per side of home. The setback of the proposed homes will be 40-feet from the existing Hinkle Drive & Windsor Drive curb. 3.Three-car Garages shall not face the public or private right-of-way where the entrance/address is located. 4.Any ingress or egress to the subject property shall not remove the on-street bike lane on Hinkle Drive. Request 59/10/2019 File ID: Z19-0006d Request: Rear Setback 69/10/2019 File ID: Z19-0006d 40 Feet 50 Feet Request 79/10/2019 File ID: Z19-0006d Per 2002 and 2019 DDC, fence must be designed to allow for proper drainage. Request: Street Trees 89/10/2019 File ID: Z19-0006d DME Tree List Request 99/10/2019 File ID: Z19-0006d 5-foot sidewalk along the street- connects to the property to the south and north, but does not extend further to the west Street trees set back in landscape area to provide additional room for DME line separation Cost to bury DME lines: approx. $855,000 Request: Rear Setback Proposed Current Perimeter Fences 119/10/2019 File ID: Z19-0006d Perimeter Fences 129/10/2019 File ID: Z19-0006d Perimeter Fences 139/10/2019 File ID: Z19-0006d Criteria for Approval (DDC Sec.35.3.4.B) 1.The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. 2.The proposed rezoning facilitates the adequate provision of transportation, water, sewers, schools, parks, other public requirements, and public convenience. 149/10/2019 File ID: Z19-0006d Low Residential: Intent:single-family neighborhoods with densities up to 4 dwelling units per acre Finding:The existing zoning (NR-3) is consistent with the FLUM Low Residential Moderate Residential Low Residential Community Mixed Use 159/10/2019 File ID: Z19-0006d Neighborhood Mixed Use Parks/Open Space Criterion 1: Denton Plan 2030 Element 4:Community Character and Urban Design Finding: •Opaque cedar fence would provide backyard privacy and screening for future homeowners adjacent to street •Brick columns, landscaping, and street trees provide visual consistency and rhythm along the rights-of-way, create a sense of arrival & enhance the existing corridors •Well-defined neighborhood edge and street trees •Rear setback of 40 feet is not anticipated to reduce neighborhood quality •Exceeds 2002 & 2019 DDC requirements •70% masonry exceeds the 2002 & 2019 DDC requirements, but COD can no longer enforce 9/10/2019 File ID: Z19-0006d Criterion 1: Denton Plan 2030 16 Transportation The request will not increase the intensity of development or number of dwelling units, so a TIA was not required 5-foot sidewalk on Hinkle and 8-foot sidewalk on W. Windsor Capital Improvement projects: •Magnolia Drive Drainage: new box culverts on Hinkle and W. Windsor to carry stormwater runoff south to Pecan Creek. Once installed, the asphalt pavement between the existing curb and gutter will be reconstructed and bike lanes restored. •Due to residents’ safety concerns, two stop signs were installed on W. Windsor at Hinkle, creating a 3-way stop intersection. Intended to calm traffic on West Windsor Drive, creating a safer intersection for pedestrians and vehicles. 179/10/2019 File ID: Z19-0006d Criterion 2: Adequate Public Improvements 189/10/2019 File ID: Z19-0006d Criterion 2: Adequate Public Improvements Impact Fees Roadway •Provide funding for transportation improvements for the benefit of the City •Estimated roadway impact fee for 107 single-family dwelling units: $214,000, or about $2,000 per dwelling unit. Parks-all residential developments must dedicate park land or pay fees in lieu of dedication plus pay a park dedication fee for each building permit •Formula = two and one-half acres of park land per one thousand population. Estimated park dedication = 0.749 acre. •Park development fee of $291.00 for each single-family dwelling is required. Total for the proposed development = $31,137. 199/10/2019 File ID: Z19-0006d Criterion 2: Adequate Public Improvements Criterion 2: Adequate Public Improvements Water/Wastewater Public water and wastewater services extended to and through the site 209/10/2019 File ID: Z19-0006d Schools Expected Student Generation (based upon DISD formula) •24 elementary students •12 middle school students •16 high school students 219/10/2019 File ID: Z19-0006d Criterion 2:Adequate Public Improvements Fire 0.9 mile from Fire Station #5 (2230 W. Windsor), within an eight minute or less response time boundary. Notification Z18-0011: 200 ft. Public Notices sent via certified mail:18 500 ft. Courtesy Notices sent via regular mail: 95 Responses to 200’ Legal Notice: In Opposition:4 (1.29%) In Favor: 0 Neutral:0 5 signs were posted on the site Neighborhood meetings 229/10/2019 File ID: Z19-0006d Recommendation Z18-0011 The Planning and Zoning Commission recommended approval (6-1) of the following modified overlay conditions on the existing NR-3 zoning: Staff recommended approval, as they are compatible with the surrounding property and consistent with the overall goals and objectives of the Denton Plan 2030. 1.A street perimeter fence constructed of 6 foot tall board on board cedar fence with a top rail and cap. Taller stone and/or brick columns topped by a cast stone column cap will be placed every 100 feet along street perimeter, and at any corners and any terminus. A vertical landscape element is to be planted at midpoint between taller columns. Street trees are required along Hinkle Drive and Windsor Drive. The street trees will include alternating shade and ornamental trees spaced at maximum 20 feet on center. The developer, and later a homeowner's association, will take responsibility for maintenance and irrigation of all perimeter fencing, street trees on Hinkle and Windsor Drives, open spaces and site amenities. 239/10/2019 File ID: Z19-0006d Recommendation Z18-0011 2.The setback of the proposed homes will be 40-feet from the existing Hinkle Drive & Windsor Drive curb. 3.Three-car Garages shall not face the street. 4.Any ingress or egress to the subject property shall not remove the on-street bike lane on Hinkle Drive. 249/10/2019 File ID: Z19-0006d S:\Legal\Our Documents\Ordinances\19\Z19-0006.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING ORDINANCE 2015- 217 TO REVISE THE OVERLAY CONDITIONS ON APPROXIMATELY 30.7 ACRES OF LAND ZONED NEIGHBORHOOD RESIDENTIAL (NR-3) DISTRICT, GENERALLY LOCATED ON THE SOUTHWEST CORNER OF HINKLE DRIVE AND WEST WINDSOR 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 THEREOF; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. (Z19-0006) WHEREAS, Cody Crannell with Crannell Engineering, has applied for an amendment to Ordinance 2015-217 to revise the overlay restrictions on approximately 30.7 acres of land legally described in Exhibit “A,” attached hereto and incorporated herein by reference (hereinafter, the “Property”); and WHEREAS, on August 7, 2019, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, gave the requisite notices by publication and otherwise, and held full and fair hearings to all property owners interested in this regard, and recommended approval [6-0] of the amendment; and WHEREAS, on August 20, 2019, the City Council likewise conduct ed a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Developmen t Code; and WHEREAS, the Planning and Zoning Commission and the Cit y Council of the Cit y of Denton, in considering the application for a change in the zoning classificati on of the property, have determined that the proposed use is in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that said zoning change is in the public interest and should be granted as set forth herein; 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. Ordinance 2015-217 is hereby amended to replace the listed overlay conditions with the following overlay conditions instead: 1. A street perimeter fence constructed of 6' tall board on board cedar fence with a top rail and cap. Taller stone and/or brick columns topped by a cast stone column cap will be placed every 100 feet along street perimeter, and at any corners and any terminus. A vertical landscape element is to be planted at midpoint between taller columns. Street trees are required along Hinkle Drive and Windsor Drive. The street trees will include alternating shade and ornamental trees spaced at maximum 20-ft on center. The developer, and later a homeowner's association, will take responsibility for maintenance and irrigation of all perimeter fencing, street trees on Hinkle and Windsor Drives, open spaces and site amenities. 2. The setback of the proposed homes will be 40 -feet from the existing Hinkle Drive & Windsor Drive curb. 3. Three-car Garages shall not face the public or private right-of-way where the entrance /address is located. 4. Any ingress or egress to the subject property shall not remove the on-street bike lane on Hinkle Drive. SECTION 3. The City’s official zoning map is hereb y amended to show the change in the zoning district and use classification. SECTION 4. If an y provision of this ordinance or the application thereof to an y person or circumstance is held invalid by an y court, such invalidity shall not affect the validit y of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating an y provision of this ordinance shall, upon conviction, be deemed guilt y of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each da y that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. An y offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed, and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) da ys from the date of its passage, and the City Secretar y is hereb y directed to cause the caption of this ordinance to be published twice in the Denton Record- Chronicle, a dail y newspaper published in the City of Denton, Texas, within ten (10) da ys 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 Mayor Chris Watts: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, 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: ROSA RIOS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: /s/ Jerry E. Drake, Jr. Exhibit A Legal Description SITUATED in the City of Denton, Denton County, Texas, and being a tract of land in the ROBERT BEAUMONT SURVEY, Abstract No. 31, and the H. MEISENHAMER Survey, Abstract No. 810, and being a portion of that certain tract conveyed as Tract One in Section 5, of the deed recorded in Volume 1796, Page 601, of the Deed Records of Denton County, Texas, and said portion being more fully described as follows: BEGINNING at the northwest corner of Lot 1, Block 1, Gateway Addition shown on plat thereof recorded in Cabinet K, Page 238, of the Denton County Plat Records for the southwest corner of a remainder of said Rayzor Investments Tract One in the east line of that certain Tract III conveyed to the City of Denton by deed recorded in Volume 695, Page 669, of said Deed Records, said point being on a curve whose center bears North 82 degrees, 44 minutes, 43 seconds West, 2293.0 feet, and from said point a 1/2" iron rod found in place bears North 88 degrees, 36 minutes West, 0.30 foot; THENCE northerly with said curve and with said east line of City of Denton Tract III for the west line of said Rayzor tract remainder, passing the northeast corner of said City Tract III and the southeast corner of that certain Tract I described in said City of Denton deed, continuing with the east line of said Tract I and said curve, in all 948.72 feet to an "RPLS 1640" capped 5/8" iron rod found in place for the northwest corner of said Rayzor tract remainder in the southeasterly line of that certain tract conveyed to the City of Denton as Tract 1 in deed recorded in Volume 697, Page 207, of said Deed Records; THENCE North 46 degrees, 19 minutes, 50 seconds East with the northerly line of said Rayzor tract remainder and said southeasterly line of City Tract I described in said Volume 697, Page 207, crossing the existing pavement of Windsor Drive, a publicly maintained roadway, and continuing in all I04.66 feet; THENCE North 71 degrees, 38 minutes, 30 seconds East with the common line of said Rayzor tract remainder and said City Tract I described in Volume 697, page 207, again crossing said Windsor Drive pavement, in all 737.20 feet to an "RPLS 1640" capped 5/8" iron rod found in place for the west corner of that certain tract conveyed to Rayzor Investments by correction instrument recorded in Volume 3441, Page 883, of said Deed Records; THENCE with the northerly and east lines of said Rayzor Investments tract for the southerly and west lines of a remainder of said City Tract 1 described in Volume 697, Page 207, the following courses and distances: North 60 degrees, 38 minutes, 10 seconds East, 177.67 feet to an "RPLS 1640’’ capped 5/8" iron rod found for the beginning of a curve whose center bears South 29 degrees, 21 minutes, 50 seconds East, 484.52 feet; easterly with said curve, a distance of231.94 feet to an "RPLS 1640" capped 5/8" iron rod found in place for the end of said curve at the northeast corner of said Rayzor tract described in Volume 3441, Page 883; South 0 degrees, 53 minutes, 45 seconds West, 24.43 feet to the southeast corner of said Rayzor tract described in Volume 3441, page 883, in the southerly line of said City Tract 1 described in Volume 697, Page 207; THENCE North 71 degrees, 38 minutes, 30 seconds East with said southerly line of City Tract I described in Volume 697, page 207, 15.37 feet to a southeast corner of said City Tract 1 in the existing pavement of Hinkle Drive, a publicly-maintained roadway; THENCE North 0 degrees, 53 minutes, 45 seconds East with the east line of said City Tract I described in Volume 697, Page 207, in said Hinkle Drive Pavement, 29.97 feet to the southwest corner of that certain tract conveyed to the City of Denton as Tract 1 in deed recorded in Volume 1163, page 216, of said Deed Records; THENCE South 89 degrees, 00 minutes, 30 seconds East, 18.82 feet to the southeast corner of said City Tract I described in said Volume 1163, page 216, in the east line of said Rayzor Investments and in said pavement of Hinkle Drive; THENCE with said east line of Rayzor Investments tract and in said Hinkle Drive pavement, South 1 degree, 17 minutes, 30 seconds West, 1282.42 feet, and South 0 degrees, 55 minutes, 25 seconds West, 146.12 feet to the southeast corner of said Rayzor Investments tract from which point an "H & N" capped 1/2" iron rod bears North 88 degrees, 36 minutes, 20 seconds West, 32.77 feet; THENCE North 88 degrees, 36 minutes, 20 seconds West with the south line of said Rayzor Investments tract remainder, at 30.0 feet passing the northeast corner of said Lot 1, Block 1, Gateway Addition and continuing with the north line of said Lot 1, in all 1078.45 feet to the PLACE OF BEGINNING, and containing 30.7036 acres (1,337,448 square feet), of which 0.6816 acre (29,689 square feet) lies with the probable limits of Windsor Drive (based on Windsor Drive being an 80 foot wide right-of-way and the existing pavement being eastbound lanes of a divided roadway), and 0.9759 acre (42,510 square feet) lies within Hinkle Drive (based on one-half of a 60 foot wide right-of-way), leaving a net area clear of existing and expected roadways as defined above of 29.0461 acres (1,265,249 square feet). Planning Report Z19-0006/Fireside Park City Council District #3 REQUEST: Amend Ordinance 2015-217 to revise the overlay conditions on approximately 30.7 acres of land zoned Neighborhood Residential (NR-3) District. SITE DATA The subject property includes approximately 31 acres located on the southwest corner of Hinkle Road, a collector, and West Windsor Drive a secondary arterial. Public improvements to facilitate a single-family development are under currently construction. The improvements include streets, water, wastewater, and drainage facilities. The surrounding established neighborhoods are zoned for residential uses and have developed with a residential character, including single-family dwellings, parks, and elderly housing. SURROUNDING ZONING AND LAND USES: Northwest: Zoning : Neighborhood Residential 2 (NR-2) Land Use: Park North: Zoning : NR-2 Land Use: Park Northeast: Zoning : Neighborhood Residential Mixed Use 12 (NRMU-12) Land Use: Park West: Zoning : NR-2 Land Use: Park SUBJECT PROPERTY East: Zoning : NR-3 Land Use: Single-family dwellings Southwest: Zoning : NR-2 Land Use: Park South: Zoning : NR-2 Land Use: Elderly housing Southeast: Zoning : NRMU-12 Land Use: Elderly housing CONSIDERATIONS: 1. Section 35.3.4 of the DDC states that an application for a rezoning may be approved based on the following conditions: a. The proposed rezoning conforms to the Future Land Use element of the Denton Plan and Per the Denton Plan 2030, the Future Land Use designation of the subject property is Low Density Residential which includes single-family neighborhoods with densities up to 4 dwelling units per acre. The proposed request, if approved, would modify site design standards, leaving the underlying zoning designation of NR-3 in place. NR-3 permits 3.5 dwelling units per acre and is consistent with the Future Land Use designation. Since the proposal is focused on site design instead of use and density, staff also referred to Denton Plan 2030 Element 4: Community Character and Urban Design when considering the request. This element sets forth a goal to ensure that the “Urban Design Principles… are used to evaluate all future development projects in Denton.” Therefore, staff used the Urban Design Principles outlined on pages 124- 127 for the following analysis. The current overlay conditions include the following: 1. A perimeter fence with a “wrought” iron appearance, with taller posts topped by a cast stone column cap every 24 feet will be installed along the perimeter of the site. The setback of the proposed homes will be 50 feet minimum from the existing curb. The developer, and later a homeowner’s association, will take responsibility for maintenance and irrigation of all open spaces and site amenities. 2. Except for glazing, doors, and trim, the exterior of the homes shall be of vitrified clay brick or stone for all vertical surfaces with a direct load path to the foundation. 3. Three-car Garages shall not face the street. 4. Any ingress or egress to the subject property shall not remove the on- street bike lane on Hinkle Drive. The applicant has requested the following modifications to the above conditions #1 and #2, leaving conditions #3 and #4 in place: A street perimeter fence constructed of 6' tall board on board cedar fence with a top rail and cap. Taller stone and/or brick columns topped by a cast stone column cap will be placed every 100 feet along street perimeter, and at any corners and any terminus. A vertical landscape element is to be planted at midpoint between taller columns. Street trees are required along Hinkle Drive and Windsor Drive. The street trees will include alternating shade and ornamental trees spaced at maximum 20-ft O.C. The setback of the proposed homes will be 40-feet from the existing Hinkle Drive & Windsor Drive curb. The developer, and later a homeowner's association, will take responsibility for maintenance and irrigation of all perimeter fencing, street trees on Hinkle and Windsor Drives, open spaces and site amenities. The original concept plans (in 2007 and 2015) for the subject property included smaller individual lots with common open space areas along the perimeter of the site, making a transparent wrought-iron fence appropriate. Neither of those plans were developed. Since that time, a new developer has acquired the property and moved forward with a final plat and construction of 107 single-family dwellings with the required public improvements. The current approved plan does not include the open space “ring” around the property, and instead places residential lots along the perimeter with rear yards abutting Hinkle and West Windsor Drives. The requested modification to the perimeter fence would require a homeowner’s association-owned opaque cedar fence, allowing for backyard privacy and screening for future homeowners adjacent to Hinkle and West Windsor Drive. The brick columns, landscaping, and street trees, if approved, would provide visual consistency and rhythm along the rights-of- way, creating a sense of arrival for residents and enhancing the existing corridors. The proposal is consistent with the urban design principles outlined in Element 4 of the Denton Plan 2030, including a well-defined neighborhood edge and street trees. As part of this condition, the applicant is also requesting a reduction in the rear yard setback from 50- to 40-feet. Once again, this condition was predicated on two specific concept plans that included smaller lots with significant open space on the perimeter, as the setback was not from the property line, but rather from the existing curb. The applicant has requested a 10-foot reduction, which, if approved, would still exceed the minimum 10-foot rear yard setback required by the Denton Development Code (DDC) by a minimum of 15 feet along Hinkle Drive. Due to the curb location on West Windsor Drive, the 10-foot reduction would not change the rear setback. Therefore, staff does not anticipate a reduction in neighborhood quality due to this reduced setback. Except for glazing, door, and trim, the exterior of the homes shall be of masonry material comprising of a minimum 70% vitrified clay brick and/or stone for all vertical surfaces and a maximum 30% cementitious siding and/or stucco per side of home. The proposed 70% masonry exceeds the 2019 DDC requirements (25% masonry) and meets the Denton Plan 2030 goal of high-quality and durable materials. However, due to recent legislative actions by the State of Texas, municipalities, including the City of Denton, will no longer be able to mandate minimum masonry requirements after September 1, 2019. Therefore, the existing and proposed condition cannot be enforced, and staff will recommend that the condition be removed entirely. b. The proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, parks, other public requirements, and public convenience. The following is an analysis of the infrastructure necessary to support the single- family development associated with the rezoning request. Capital improvements along Hinkle Drive and requirements such as pedestrian improvements and impact fees will assist the overall mobility and drainage in the area. Transportation related to the proposal Since the proposal will not increase the intensity of development or number of entitled dwelling units, a Traffic Impact Analysis is not required for the request. Roadway Impact Fees Roadway impact fees, paid at the time of development, are determined using a proportionality calculation based on the number of dwelling units and projected vehicle trips. These fees are used to make roadway system improvements related to the Mobility Plan. The total estimated roadway impact fee for 107 single-family dwelling units equals $214,000.00, or $2,000.00 per dwelling unit and typically assessed at building permit. Access and Perimeter Street Improvements The residential subdivision contains two access points: an eastern access point will connect to Hinkle Drive and align with Mimosa Drive; a north point will connect to West Windsor Drive. Both connections will provide full access (left and right turns in and out). Except for pedestrian facilities, no other perimeter street improvements are required. Pedestrian Facilities The developer will be required to extend the 5-foot sidewalk on Hinkle Drive from the south property line to the corner of Hinkle and West Windsor. An 8 -foot sidewalk will also be required along West Windsor; however, at this time, this sidewalk will not connect to an existing pedestrian facility. Five-foot sidewalks will also be required along all internal subdivision streets. Nearby Capital Improvements Per the City’s Transportation Engineering Division, nearby roadway improvements are planned or under construction. Magnolia Drive Drainage Project: In order to improve area drainage, this project includes new box culverts on Hinkle and West Windsor Drives to carry stormwater runoff south to Pecan Creek. Once these drainage improvements are installed, the asphalt pavement between the existing curb and gutter will be reconstructed. Due to safety concerns raised by nearby residents, two stop signs have been installed on West Windsor Drive at Hinkle Drive, creating a 3-way stop intersection. The installation is intended to calm traffic on West Windsor Drive, creating a safer intersection for pedestrians and vehicles. Transportation Summary The current request will not introduce new uses or densities to the site; however, development will improve walkability in the area with the installation of additional sidewalks within the development and along the perimeter streets. If approved, the proposed overlay conditions would further improve the pedestrian realm along Hinkle and West Windsor Drives by requiring street trees along the right-of-way. Street trees not only provide shade, but studies show they also calm traffic, slowing motorists by narrowing a driver's visual field and creating rhythm along the street. Water and Wastewater Maximum Demand gallons per day (gpd) Current Use Current Zoning 107 SF units Water 0 gpd NR-3 w/overlay 61,632 gpd Wastewater 0 gpd NR-3 w/overlay 58,550 gpd Public water and wastewater services must be extended to and through the site, primarily within the right-of-way dedicated with the final plat. There is capacity within the system to serve the proposal. Water and wastewater tap and impact fees will be based upon the intensity of the development and are required to be paid during permitting. Parks The subject property is adjacent to Bowling Green and Northlakes Parks. This distance meets the Park’s goal of a 10-Minute Walk to a Park. Additionally, in order to provide for adequate parks, all residential developments must provide the following: Dedicated park land or fees paid in lieu of dedication. Dedication fees are assessed prior to the filing of the plat and at based upon a formula that follows the standard of two and one-half acres of park land per one thousand population. The estimated park dedication for the proposed development is 0.749 acre. Park development fee. A park development fee of $291.00 for each single- family dwelling is required with every building permit. The total for the proposed development is $31,137.00. Schools Per the Denton Independent School District’s student generation formula, the proposal would generate approximately 24 elementary students, 12 middle school students, and 16 high school students. The proposed development is located within the attendance zone of Newton Rayzor Elementary, Calhoun Middle School, and Denton High School. Nearest Fire Station The subject property is approximately 0.9 mile from Fire Station #5 (2230 W. Windsor), within the eight minute or less response time boundary. 2. The request would not modify the existing underlying zoning of NR-3 District or increase the intensity of development, but would only amend the site design requirements. 3. As part of the request, the applicant held a neighborhood meeting on May 8, 2019, where approximately 45 members of the public attended. Primary concerns included frustration with the changes from the concepts in 2007 and 2015, traffic, visual impacts of 2-story homes, a desire for an age-restricted development, and visibility at the intersection of West Windsor and Hinkle. STAFF RECOMMENDATION: Staff recommends approval of the following modified overlay conditions, as they are compatible with the surrounding property and consistent with the overall goals and objectives of the Denton Plan 2030. 1. A street perimeter fence constructed of 6 foot tall board on board cedar fence with a top rail and cap. Taller stone and/or brick columns topped by a cast stone column cap will be placed every 100 feet along street perimeter, and at any corners and any terminus. A vertical landscape element is to be planted at midpoint between taller columns. Street trees are required along Hinkle Drive and Windsor Drive. The street trees will include alternating shade and ornamental trees spaced at maximum 20 feet on center. The developer, and later a homeowner's association, will take responsibility for maintenance and irrigation of all perimeter fencing, street trees on Hinkle and Windsor Drives, open spaces and site amenities. 2. The setback of the proposed homes will be 40-feet from the existing Hinkle Drive & Windsor Drive curb. 3. Three-car Garages shall not face the street. 4. Any ingress or egress to the subject property shall not remove the on- street bike lane on Hinkle Drive. £¤ SHERMANBROOKEFALLMEADOWGEORGETOWNSOLANAHEADLEEEVERSFAIN CANONGATE MIM OSA MALONEROSSDONNADEL W IN D S O R U N IV E R S IT Y CASIEJOYCEAUBURN NICOSIAHEARTH VANDERBILTB E L HAVEN AMHERST G A RDENVIEW R E D C O A L CORNELLANNAGAYGABE TULANE RINEY MEADOWRIDGE DENISONH A G G A R DHARDAWAYELM NORTHRIDGE MAGNOLIA OAKHI LL FORDHAMDARTMOU TH BENJIMA N E M B E R S BRYNMAWR GREENBRIAR CARROLLFI RESID E DANCING FLAMEPARKSIDEBOWLING GREENHINKLEMESQUITEPUBLIC ALLEYNORTH LAKEP R I V A T ESTRATA Z19-0006Site Location 0 510 1,020255 Feet The C ity of Denton has prepared maps for departmental use. These are not official m aps of the City of D enton and should not be used for legal, engi neering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of D enton and have been made avai lable to the public based on the Public Inform ation Act. The C ity of Denton makes every effort to produce and publish the most current and accurate i nformati on possible. No w arranties, expressed orimplied, are provided for the data herei n, its use, or its interpretation. U tilization of this map indicates understanding and acceptance of this statem ent. SITE Parcels Roads µ Date: 4/22/2019 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE £¤ RCC-D PD NRMU-12 NR-3 NR-6 NR-4 NRMU CM-G NR-2 SHERMANBROOKEFALLMEADOWGEORGETOWNSOLANAHEADLEEEVERSFAIN CANONGATE MIM OSA MALONEROSSDONNADEL W IN D S O R U N IV E R S IT Y CASIEJOYCEAUBURN NICOSIAHEARTH VANDERBILTB E L HAVEN AMHERST G A RDENVIEW R E D C O A L CORNELLANNAGAYGABE TULANE RINEY MEADOWRIDGE DENISONH A G G A R DHARDAWAYELM NORTHRIDGE MAGNOLIA OAKHI LL FORDHAMDARTMOU TH BENJIMA N E M B E R S BRYNMAWR GREENBRIAR CARROLLFI RESID E DANCING FLAMEPARKSIDEBOWLING GREENHINKLEMESQUITEPUBLIC ALLEYNORTH LAKEPR IVATESTRATA Z19-0006Existing Zoning Map 0 510 1,020255 Feet The C ity of Denton has prepared maps for departmental use. These are not official m aps of the City of D enton and should not be used for legal, engi neering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of D enton and have been made avai lable to the public based on the Public Inform ation Act. The C ity of Denton makes every effort to produce and publish the most current and accurate i nformati on possible. No w arranties, expressed orimplied, are provided for the data herei n, its use, or its interpretation. U tilization of this map indicates understanding and acceptance of this statem ent. SITE Zoning Overla y Parcels Roads CM-G NR-2 NR-3 NR-4 NR-6 NRM U NRM U-12 PD RCC -D µ Date: 4/22/2019 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE £¤ LowResidential Parks / OpenSpace Commercial NeighborhoodMixed Use CommunityMixed Use Moderate Residential SHERMANBROOKEFALLMEADOWGEORGETOWNSOLANAHEADLEEEVERSFAIN CANONGATE MIMOSA MALONEROSSDONNADEL WINDSOR U N IV E R S I T YCA SIEJOYCEAUBURN NICOSIAHEARTH B E L HAVEN AMHERST G A RDENVIEW R E D C O A L CORNELLANNAGAYGABE TULANE RINEY DENISONELM NORTHRIDGE MAGNOLIA OAKHI LL FORDHAMBENJIMA N E M B E R S BRYNMAWR GREENBRIAR CARROLLFI RESID E DANCING FLAMEPARKSIDEBOWLINGGREENHINKLEMESQUITEPUBLIC ALLEYNORTH LAKEP R I V A T ESTRATA Z19-0006Future Land Use Map 0 510 1,020255 Feet The C ity of Denton has prepared maps for departmental use. These are not official m aps of the City of D enton and should not be used for legal, engi neering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of D enton and have been made avai lable to the public based on the Public Inform ation Act. The C ity of Denton makes every effort to produce and publish the most current and accurate i nformati on possible. No w arranties, expressed orimplied, are provided for the data herei n, its use, or its interpretation. U tilization of this map indicates understanding and acceptance of this statem ent. SITE Parcels Roads Future L an d Use Low R esidential Moderate R esidential Dow ntown C ompatibility Area Community Mixed Use Neighborhood Mixed Use Commercial Government / Institutional Parks / Open Space µ Date: 4/22/2019 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE sAlegal \our documents \ordinances \15\715- 0065,docx ORDINANCE NO. W15 -- 17 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING ORDINANCE NO. 2007 -032 WHICH PROVIDED FOR A ZONING CHANGE TO A NEIGHBORHOOD RESIDENTIAL 3 (NR -3) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION ALONG WITH AN OVERLAY DISTRICT, IN ORDER TO MODIFY CONDITIONS RELATED TO DESIGN CRITERIA IN THE OVERLAY ON APPROXIMATELY 31 ACRES OF LAND GENERALLY LOCATED ON THE SOUTHWEST CORNER OF HINKLE DRIVE AND WINDSOR STREET IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; ADOPTING AN AMENDMENT TO THE CITY'S OFFICAL 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. (Z15 -0005) WHEREAS, Bill Haney, has applied for a zoning change on approximately 31 acres of land legally described in Exhibit "A ", attached hereto and incorporated herein by reference hereinafter, the "Property "), amending Ordinance No. 2007 -032 which provided for a zoning change to a Neighborhood Residential 3 (NR -3) zoning district classification and use designation along with an overlay district, in order to modify conditions related to design criteria in the overlay; and WHEREAS, on June 17, 2015, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (6 -1) of the change in zoning district and use classification; and WHEREAS, on July 21, 2015, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for a change in the zoning classification of the property , have determined that the proposed use is in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that said zoning change is in the public interest and should be granted as set forth herein; 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 m2. Ordinance No. 2007 -032 which provided for a zoning change to a Neighborhood Residential 3 (NR -3) zoning district classification and use designation along with an overlay district has been amended, subject to the following overlay conditions: 1. A perimeter fence with a "wrought" iron appearance, with taller posts topped by a cast stone column cap every 24 feet will be installed along the perimeter of the site. The setback of the proposed homes will be 50 feet minimum from the existing curb. The developer, and later a homeowner's association, will take responsibility for maintenance and irrigation of all open spaces and site amenities. 2. Except for glazing, doors, and trim, the exterior of the homes shall be of vitrified clay brick or stone for all vertical surfaces with a direct load path to the foundation. 3. Three -car Garages shall not face the public or private right -of -way where the entrance /address is located. 4. Any ingress or egress to the subject property shall not remove the on- street bike lane on Hinkle Drive. SECTION 3. The City's official zoning map is hereby amended to show the change in the zoning district and use classification. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. 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 use newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the o2,1 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: day of 2015, Cliny" 17''S,MAYOR EXHIBIT A DESCRIPTION OF PROPERTY SURVEYED SITUATED in the city Denton, Denton County Texas, being a tract of land in the N. H. MEISENHEIMER SURVEY, Abstract No. 810 and the ROBERT BEAUMONT SURVEY, Abstract No. 31 and being a portion of that certain tract conveyed to Rayzor Investments Ltd., as Tract One in Section 5, in deed recorded in Volume 1796, Page 601 of the Real Property Records of Denton County, and said tract being more fully described as follows: BEGINNING at the northwest corner of Lot 1, Block 1, Gateway Addition, as shown on plat thereof recorded in Cabinet K, Slide 238, of the Plat Records of Denton County for the southwest corner of a remainder of said Rayzor Investments Tract One in the east line of that certain Tract III conveyed to the City of Denton by deed recorded in Volume 695, Page 669, of said Real Property Records, said point being on a curve whose center bears North 82 degrees, 44 minutes, 43 seconds West, 2293.00 feet, and from said point a'' /2" iron rod found in place bears North 88 degrees, 36 minutes, 20 seconds West, 0.30 foot; THENCE northerly with said curve and said east line of City of Denton Tract III for the west line of said Rayzor tract remainder, passing the northeast corner of said City Tract III and the southeast corner of the certain Tract I conveyed to the City of Denton by said deed recorded in Volume 695, Page 669, and continuing with the east line of said Tract I and said curve, in all a distance of 948.72 feet to a "RPLS 1640" capped 5/8" iron rod set for the northwest corner of said Rayzor tract remainder, in the southeasterly line of that certain tract conveyed to the City of Denton as Tract I by deed recorded in Volume 697, Page 207 of said Real Property Records; THENCE North 46 degrees, 19 minutes, 50 seconds East, with the northerly line of said Rayzor tract remainder and said southeasterly line of City Tract I in Volume 697, Page 207, at 16.45 feet passing an "RPLS 1640" capped 5/8" iron rod set for reference, crossing the existing pavement of Windsor Drive, a publicly maintained roadway, continuing in all 104.66 feet; THENCE North 71 degrees, 38 minutes, 30 seconds East with the common line of said Rayzor tract remainder and said City Tract I in Volume 697, Page 207, again crossing said Windsor Drive pavement, in all 737.20 feet to the west corner of that certain tract conveyed to Rayzor Investments by Correction instrument recorded in Volume 3441, Page 883, of said Real Property Records; THENCE with the northerly and east lines of said Rayzor Investments tract for southerly and west lines of a remainder of said City Tract I recorded in Volume 697, Page 207, the following courses and distances: North 60 degrees, 38 minutes, 10 seconds East, 177367 feet to the beginning of a curve whose center bears South 29 degrees, 21 minutes, 50 seconds East, 484.52 feet; Easterly with said curve 231.94 feet to an "RPLS 164" capped 5/8/" iron rod set for the end of said curve at the northeast corner of said Rayzor tract described in Volume 3441, Page 883; and, South 0 degrees, 53 minutes, 45 seconds West, 24.43 feet to the southeast corner of said Rayzor tract described in Volume 3441, Page 883, in the southerly line of said City Tract I in Volume 697, Page 207; THENCE North 71 degrees, 38 minutes, 20 seconds East with said southerly line of City Tract I recorded in Volume 697, Page 207, 15.37 feet to a southeast corner of said City Tract I in the existing pavement of Hinkle Drive, a publicly- maintained roadway. THENCE North 0 degrees, 53 minutes, 45 seconds East with the east line of said City Tract I in said Hinkle Drive pavement, 29.97 feet to the southwest corner of that certain tract of land conveyed to the City of Denton as Tract I in deed recorded in Volume 1163, Page 216, of said Real Property Records; THENCE South 89 degrees, 00 minutes, 30 seconds East, 18.82 feet to the southeast corner of said City Tract I recorded in Volume 1163, Page 216, in the east line of said Rayzor Investments tract and in the occupied center of said Hinkle Drive; THENCE with the said east line of Rayzor Investments tract and said occupied center of Hinkle Drive, South 1 degree, 17 minutes, 30 seconds West, 1282.43 feet, and South 0 degrees, 55 minutes, 25 seconds West, 1464.72 fee to the southeast corner of said Rayzor Investments tract, from which point a "H &N" capped 1/2" iron rod bears North 88 degrees, 36 minutes, 20 seconds West, 32.77 feet; THENCE North 88 degrees, 36 minutes, 20 seconds West with the south line of said Rayzor Investments tract remainder, at 30 feet passing the northeast corner of said Lot 1, Block 1, Gateway Addition and continuing with the north line of said Lot 1, 1078.45 feet to the PLACE OF BEGINNING, and containing 30.7036 acres (1,337.448 square feet), of which 0.5298 acre 23.080 square feet) lies within the probable limits of Windsor Drive (base on Windsor Drive being an 80 -feet wide right -of -way and the existing pavement being the eastbound (south) lanes of a divided roadway, and 0.9759 acre (42.510 square feet) lies within Hinkle Drive (based on one -half of 60 -foot wide right -of -way), leaving a net area of 29.1978 acres (1,271.858 square feet). THIS DESCRIPTION PREPARED TO ACCOMPANY A SURVEY MAP FO THE DESCRIBED PROPERTY. £¤ SHERMANBROOKEFALLMEADOWGEORGETOWNSOLANAHEADLEEEVERSFAIN CANONGATE MIM OSA MALONEROSSDONNADEL W IN D S O R U N IV E R S IT Y CASIEJOYCEAUBURN NICOSIAHEARTH VANDERBILTB E L HAVEN AMHERST G A RDENVIEW R E D C O A L CORNELLANNAGAYGABE TULANE RINEY MEADOWRIDGE DENISONH A G G A R DHARDAWAYELM NORTHRIDGE MAGNOLIA OAKHI LL FORDHAMDARTMOU TH BENJIMA N E M B E R S BRYNMAWR GREENBRIAR CARROLLFI RESID E DANCING FLAMEPARKSIDEBOWLING GREENHINKLEMESQUITEPUBLIC ALLEYNORTH LAKEP R I V A T ESTRATA Z19-0006Notification Map 0 510 1,020255 Feet The C ity of Denton has prepared maps for departmental use. These are not official m aps of the City of D enton and should not be used for legal, engi neering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of D enton and have been made avai lable to the public based on the Public Inform ation Act. The C ity of Denton makes every effort to produce and publish the most current and accurate i nformati on possible. No w arranties, expressed orimplied, are provided for the data herei n, its use, or its interpretation. U tilization of this map indicates understanding and acceptance of this statem ent. 200ft Buffer 500ft Buffer SITE Parcels Roads µ Date: 4/22/2019 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1 Wyatt, Julie From:Paul Zomnir <pz4@verizon.net> Sent:Friday, July 05, 2019 4:07 PM To:Wyatt, Julie Subject:Our conversation today re: Hinkle Windsor addition Julie, Thanks for taking the time to discus my concerns about the subject housing addition . I have a couple of issues to include: `1. Traffic control at Mimosa & Hinkle intersection--Will there be a traffic circle put in & if so, will people's property be infringed upon? The lady residing at the SE corner of this intersection stated a significant tree would have to be removed if the circle was put in. 2. The developer, at the last meeting at the North Branch Library showed housing at the corner of Hinkle & Windsor. I asked him if he would consider deleting that lot for safety reasons, i.e., being able to see around the corner for through traffic on Windsor & he stated he would not do so. Hopefully, he might reconsider or uif the traffic stop signs are working, him keeping that lot will be okay. I would just appreciate the City looking into that issue. Again, thanks for your time on the above matters. Paul Zomnir 709 Mimosa Dr 817-727-7747 MAGNOLIA STREET 1 Ex. 6" WLEx. 16" WLSHEET FILE: T:\190062-MCGI\Cadfiles\LA\LPX-Base Fireside - Hinkle Base.dwg North Scale: 1" =10' Date: September 3, 2019 FIRESIDE PARK DENTON, TX HINKLE DRIVE TREATMENT - ENLARGEMENT - B 0 10 20 30 SEC Planning, LLC t 512.246.7003 www.secplanning.com info@secplanning.com Land Planning Landscape Architecture Community Branding AUSTIN, TEXAS Base mapping compiled from best available information. All map data should be considered as preliminary, in need of verification, and subject to change.This land plan is conceptual in nature and does not represent any regulatory approval.Plan is subject to change. ++ + YUGV YUGV YUGV JUHBH JUHBH JUHBH JUHBH JUHBH JUHBH JUHBH YUGV YUGV YUGV YUGV YUGV YUGV YUGV YUGV YUGV WEST WI N D S O R D RI V E OLD SANGER ROAD NORTHRIDGE STREET MAGNOLIA STREET MIMOSA STREET HEADLEE LANE 1 2 3 4 1 2 3 4 1 2 3 4 19 18 'C'-395 NORTHRIDGE 'C'-395 1 2 3 20 19 18 17'A'-1551 2 3 4 20 19 18 17 2011-20HINKLE DRIVE100-y r. fl o o d pl ai n Ex. 18" SSEx. 8" SS Ex. 8" SS Ex. 8" SS Ex. 8" SS Ex. 6" SS Ex. 6" SSEx. 18" SSEx. 10" SSEx. 18" SSEx. 10" SSEx. 18" SSEx. 6" SSEx. 18" SSS SHEET FILE: T:\190062-MCGI\Cadfiles\LA\LPX-Base Fireside - Hinkle Base.dwg North Scale: 1" =50' Date: September 3, 2019 FIRESIDE PARK DENTON, TX HINKLE DRIVE TREATMENT - C 0 50 100 150 SEC Planning, LLC t 512.246.7003 www.secplanning.com info@secplanning.com Land Planning Landscape Architecture Community Branding AUSTIN, TEXAS Base mapping compiled from best available information. All map data should be considered as preliminary, in need of verification, and subject to change.This land plan is conceptual in nature and does not represent any regulatory approval.Plan is subject to change. ++ + City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2044,Version:1 AGENDA CAPTION 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 Archer Western Construction,LLC,for the construction of Lake Lewisville Water Treatment Plant (LLWTP)filter backwash and sedimentation basin wash-down residuals dewatering facility for the Wastewater Department;providing for the expenditure of funds therefor;and providing an effective date (IFB 7096 -awarded to Archer Western Construction,LLC,in the not-to-exceed amount of $8,124,640). The Public Utilities Board recommends approval (7 - 0). City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 10, 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 Archer Western Construction, LLC, for the construction of Lake Lewisville Water Treatment Plant (LLWTP) filter backwash and sedimentation basin wash-down residuals dewatering facility for the Wastewater Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7096 - awarded to Archer Western Construction, LLC, in the not-to-exceed amount of $8,124,640). The Public Utilities Board recommends approval (7 - 0). INFORMATION/BACKGROUND Beginning in 2015, the City of Denton Water Reclamation plant was experiencing constant issues processing the solids coming from the Lake Lewisville Water Treatment Plant (LLWTP). The Wastewater Department requested elimination of sludge/solids discharges into the wastewater collection system and thus into the wastewater treatment plant, primarily due to the new phosphate control regulations they were required to follow. In 2017, LLWTP staff installed two (2) submersible pumps in the wash-water equalization basin as a temporary measure. From here, they started pumping all treatment plant solids from the equalization basin into the water treatment plant pond, and stopped discharging process solids into the wastewater collection system. Decant from the pond returns to the head of the treatment plant and receives complete treatment. Since the pond has limited capacity, in 2017, Garver, LLC was selected to conduct a study to select the most economically feasible process/technology for the filter backwash and sedimentation basin wash-down residuals dewatering facility. The consultant completed the study in 2018 and found BFP with gravity thickener as the preferred technology for Lake Lewisville water treatment plant sludge dewatering system. In April of 2018, Garver, LLC was selected to provide final design and bid phase services for Lake Lewisville Water Treatment Plant filter backwash and sedimentation basin wash-down residuals dewatering facility. The consultant completed the design in May of 2019 and prepared plan drawings, technical specification and bid documents for the project construction. Invitation for Bids was sent to 430 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) bids meeting specification were received (Exhibit 2). The lowest bid was received by Archer Western Construction, LLC. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 26, 2019, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with Archer Western Construction, LLC, for the construction of LLWTP dewatering improvements for the Wastewater Department, in a not-to-exceed amount of $8,124,640. PRINCIPAL PLACE OF BUSINESS Archer Western Construction, LLC Irving, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by September 30, 2020. FISCAL INFORMATION These items/services will be funded from LLWTP Sludge Handling account 630384517. The budgeted amount for this item is $8,124,640. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: LLC Members Exhibit 4: Ordinance and Contract Exhibit 5: Presentation Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Mamun Yusuf, 940-349-7523. Legal point of contact: Mack Reinwand at 940-349-8333. Exhibit 2 Archer Western Construction, LLC Red River Construction Irving, Texas Dallas, TX Item # Quantity UOM 1 LS EA $884,000 $4,700,000 2 LS EA $7,004,000 $3,253,500 $7,888,000 $7,953,500 $236,640 $238,605 $8,124,640 $8,192,105 IFB 7096 - Bid Tabulation for LLWTP Dewatering Improvements Total Cost: Contingency Allowance (3%): Total Bid Amount with Contingency Allowance: Type of Service Requested Construction of belt filter presses and dumpsterveyor equipment at or near the Lake Lewisville Water Treatment Plant as shown on the Plans or as otherwise required by these Contract Documents Construction of improvements at or near the Lake Lewisville Water Treatment Plant and all Work, with the exception of Bid Item No. 1, as shown on the Plans or as otherwise required by these Contract Documents Respondent's Business Name: Principal Place of Business (City and State): ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH ARCHER WESTERN CONSTRUCTION, LLC, FOR THE CONSTRUCTION OF LAKE LEWISVILLE WATER TREATMENT PLANT (LLWTP) FILTER BACKWASH AND SEDIMENTATION BASIN WASH-DOWN RESIDUALS DEWATERING FACILITY FOR THE WASTEWATER DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 7096 - AWARDED TO ARCHER WESTERN CONSTRUCTION, LLC, IN THE NOT-TO-EXCEED AMOUNT OF $8,124,640). WHEREAS, the City has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefore; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the following competitive bids for the materials, equipment, supplies, or services, as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 7096 Archer Western Construction, LLC $8,124,640 SECTION 2. That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager or his designated representative is hereby authorized to execute a written contract in accordance with the terms, conditions, specifications, standards, quantities and specified sums Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 IFB Jane Rogers Not Applicable LLWTP Dewatering Improvements 7096 00 52 43 - 1 Agreement Page 1 of 6 CITY OF DENTON 7096 LLWTP Dewatering Improvements STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 SECTION 00 52 43 1 AGREEMENT 2 THIS AGREEMENT, authorized on ______________is made by and between the City of Denton, 3 a Texas home rule municipality, acting by and through its duly authorized City Manager, (“City”), 4 and Archer Western Construction, Limited Liability Corporation., authorized to do business in 5 Texas, acting by and through its duly authorized representative, (“Contractor”). 6 City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: 7 Article 1. WORK 8 Contractor shall complete all Work as specified or indicated in the Contract Documents for the 9 Project identified herein. 10 Article 2. PROJECT 11 The project for which the Work under the Contract Documents may be the whole or only a part is 12 generally described as follows: 13 Lake Lewisville Water Treatment Plant Dewatering Improvements 14 Contract No: 7096 15 Article 3. CONTRACT PRICE 16 City agrees to pay Contractor for performance of the Work in accordance with the Contract 17 Documents an amount, in current funds, of eight million one hundred twenty-four thousand six 18 hundred forty dollars and zero cents ($8,124,640.00). 19 Article 4. CONTRACT TIME 20 4.1 Final Acceptance. 21 The Work will be complete for Final Acceptance within 365 days after the date when the 22 Contract Time commences to run, as provided in Paragraph 2.03 of the General Conditions, 23 plus any extension thereof allowed in accordance with Article 12 of the General Conditions. 24 4.2 Liquidated Damages 25 Contractor recognizes that time is of the essence for completion of Milestones, if any, and 26 to achieve Final Acceptance of the Work and City will suffer financial loss if the Work is 27 not completed within the time(s) specified in Paragraph 4.1 above. The Contractor also 28 recognizes the delays, expense and difficulties involved in proving in a legal proceeding, 29 the actual loss suffered by the City if the Work is not completed on time. Accordingly, 30 instead of requiring any such proof, Contractor agrees to liquidated damages for delay (but 31 not as a penalty). Should the Contractor exceed the time specified in Paragraph 4.1 above 32 without reaching substantial completion for the project, the Contractor shall pay City two 33 thousand Dollars ($2,000.00) for each day that expires until the substantial completion 34 milestone has been reached. Should the Contractor exceed the time specified in Paragraph 35 4.1 above without reaching final completion for the project, the Contractor shall pay City 36 five hundred Dollars ($500.00) for each day that expires after the time specified for Final 37 Acceptance until the City issues the Final Letter of Acceptance. 38 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 52 43 - 2 Agreement Page 2 of 6 CITY OF DENTON 7096 LLWTP Dewatering Improvements STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Article 5. CONTRACT DOCUMENTS 1 5.1 CONTENTS: 2 A. The Contract Documents which comprise the entire agreement between City and 3 Contractor concerning the Work consist of the following: 4 1. This Agreement. 5 2. Attachments to this Agreement: 6 a. Bid Form 7 1) Proposal Form 8 2) Vendor Compliance to State Law Non-Resident Bidder 9 b. Current Prevailing Wage Rate Table 10 c. Worker’s Compensation Affidavit 11 d. General Conditions. 12 e. Supplementary Conditions. 13 3. The following located in File 7096 at: 14 https://lfpubweb.cityofdenton.com/MaterialsManagement/Browse.aspx?startid=1915 &row=1&dbid=0: 16 a. Specifications described in the Table of Contents of the Project’s Contract 17 Documents. 18 b. North Central Texas Council of Governments Standard Specifications for Public 19 Works Construction – Fourth Edition, Divisions 200-800, and as amended by 20 City, and described in the Table of Contents of the Project’s Contract Documents. 21 c. Drawings. 22 d. Addenda. 23 e. Documentation submitted by Contractor prior to Notice of Award. 24 4. The following which shall be issued after the Effective Date and delivered to the City 25 within ten (10) days of the Effective Date and before beginning Work: 26 a. Payment Bond 27 b. Performance Bond 28 c. Maintenance Bond 29 d. Power of Attorney for the Bonds 30 e. Form 1295 – Certificate of Interested Parties (email to purchasing) 31 f. Insurance Certificate 32 5. The following which may be delivered or issued after the Effective Date and, if 33 issued, become an incorporated part of the Contract Documents: 34 a. Notice to Proceed. 35 b. Field Orders. 36 c. Change Orders. 37 d. Letter of Final Acceptance. 38 39 40 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 52 43 - 3 Agreement Page 3 of 6 CITY OF DENTON 7096 LLWTP Dewatering Improvements STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Article 6. INDEMNIFICATION 1 6.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own 2 expense, the city, its officers, servants and employees, from and against any and all 3 claims arising out of, or alleged to arise out of, the work and services to be performe d 4 by the contractor, its officers, agents, employees, subcontractors, licensees or invitees 5 under this contract. This indemnification provision is specifically intended to operate 6 and be effective even if it is alleged or proven that all or some of the damages being 7 sought were caused, in whole or in part, by any act, omission or negligence of the city. 8 This indemnity provision is intended to include, without limitation, indemnity for any 9 and all costs, expenses and legal fees incurred by the city in defending against such 10 claims and causes of actions. 11 12 6.2 Contractor covenants and agrees to indemnify and hold harmless, at its own expense, 13 the city, its officers, servants and employees, from and against any and all loss of, 14 damage to, or destruction of, property of the city, arising out of, or alleged to arise out 15 of, the work and services to be performed by the contractor, its officers, agents, 16 employees, subcontractors, licensees or invitees under this contract. This 17 indemnification provision is specifically intended to operate and be effective even if it is 18 alleged or proven that all or some of the damages being sought were caused, in whole or 19 in part, by any act, omission or negligence of the city. 20 21 Article 7. MISCELLANEOUS 22 7.1 Terms. 23 Terms used in this Agreement which are defined in Article 1 of the General Conditions will 24 have the meanings indicated in the General Conditions. 25 7.2 Assignment of Contract. 26 This Agreement, including all of the Contract Documents may not be assigned by the 27 Contractor without the advanced express written consent of the City. 28 7.3 Successors and Assigns. 29 City and Contractor each binds itself, its partners, successors, assigns and legal 30 representatives to the other party hereto, in respect to all covenants, agreements and 31 obligations contained in the Contract Documents. 32 7.4 Severability. 33 Any provision or part of the Contract Documents held to be unconstitutional, void or 34 unenforceable by a court of competent jurisdiction shall be deemed stricken, and all 35 remaining provisions shall continue to be valid and binding upon City and Contractor. 36 7.5 Governing Law and Venue. 37 This Agreement, including all of the Contract Documents is performable in the State of 38 Texas. Venue shall be Denton County, Texas, or the United States District Court for the 39 Eastern District of Texas, Sherman Division. 40 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 52 43 - 4 Agreement Page 4 of 6 CITY OF DENTON 7096 LLWTP Dewatering Improvements STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 7.6 Authority to Sign. 1 Contractor shall attach evidence of authority to sign Agreement if signed by someone other 2 than the duly authorized signatory of the Contractor. 3 4 7.7 Prohibition On Contracts With Companies Boycotting Israel. 5 Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government 6 Code, the City is prohibited from entering into a contract with a company for goods or 7 services unless the contract contains a written verification from the company that it: (1) 8 does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 9 The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms 10 in Section 808.001 of the Texas Government Code. By signing this contract, Contractor 11 certifies that Contractor’s signature provides written verification to the City that 12 Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of 13 the contract. 14 15 7.8 Immigration Nationality Act. 16 Contractor shall verify the identity and employment eligibility of its employees who perform 17 work under this Agreement, including completing the Employment Eligibility Verification 18 Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms 19 and supporting eligibility documentation for each employee who performs work under this 20 Agreement. Contractor shall adhere to all Federal and State laws as well as establish 21 appropriate procedures and controls so that no services will be performed by any Contractor 22 employee who is not legally eligible to perform such services. CONTRACTOR SHALL 23 INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, 24 LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY 25 CONTRACTOR, CONTRACTOR’S EMPLOYEES, SUBCONTRACTORS, 26 AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right 27 to immediately terminate this Agreement for violations of this provision by Contractor. 28 29 7.9 No Third-Party Beneficiaries. 30 This Agreement gives no rights or benefits to anyone other than the City and the Contractor 31 and there are no third-party beneficiaries. 32 33 34 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 52 43 - 5 Agreement Page 5 of 6 CITY OF DENTON 7096 LLWTP Dewatering Improvements STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 7.10 No Cause of Action Against Engineer. 1 Contractor, its subcontractors and equipment and materials suppliers on the Project or their 2 sureties, shall maintain no direct action against the Engineer, its officers, employees, and 3 subcontractors, for any claim arising out of, in connection with, or resulting from the engineering 4 services performed. Only the City will be the beneficiary of any undertaking by the Engineer. 5 The presence or duties of the Engineer's personnel at a construction site, whether as on-site 6 representatives or otherwise, do not make the Engineer or its personnel in any way 7 responsible for those duties that belong to the City and/or the City's Contractors or other 8 entities, and do not relieve the Contractors or any other entity of their obligations, duties, and 9 responsibilities, including, but not limited to, all construction methods, means, techniques, 10 sequences, and procedures necessary for coordinating and completing all portions of the 11 construction work in accordance with the Contract Documents and any health or safety 12 precautions required by such construction work. The Engineer and its personnel have no 13 authority to exercise any control over any construction contractor or other entity or their 14 employees in connection with their work or any health or safety precautions. 15 16 SIGNATURE PAGE TO FOLLOW 17 18 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 52 43 - 6 Agreement Page 6 of 6 CITY OF DENTON 7096 LLWTP Dewatering Improvements STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 IN WITNESS WHEREOF, City and Contractor have each executed this Agreement to be effective 1 as of the date subscribed by the City’s designated City Manager (“Effective Date”). 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 ATTEST: 37 ROSA RIOS, CITY SECRETARY 38 39 40 _______________________________________ 41 42 43 APPROVED AS TO LEGAL FORM: 44 AARON LEAL, CITY ATTORNEY 45 46 _______________________________________ 47 CITY OF DENTON BY: ___________________________________ CITY MANAGER CONTRACTOR ARCHER WESTERN CONSTRUCTION LLC BY: ___________________________________ AUTHORIZED AGENT _______________________________________ NAME _______________________________________ TITLE _______________________________________ PHONE NUMBER _______________________________________ EMAIL ADDRESS THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 President Daniel P. Walsh dpwalsh@walshgroup.com 3125635441 2019-527244 Water Utilities Frank Pugsley Water Utilities Director DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 Eight Hundred Eighty-Four Thousand 884,000 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 7,004,000 Seven Million Four Thousand DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 $ 236,640$ 7,888,000$ 8,124,640$ 7,004,000$ 884,000DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 65 1.2 4.1 25 Painting Masonry Electrical Dobbs Coating Fenimore Blythe CF Electric 1.24HVACSuburban Heating and Air DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 "General Decision Number: TX20190016 07/19/2019 Superseded General Decision Number: TX20180026 State: Texas Construction Type: Heavy County: Denton County in Texas. Heavy Construction, Including Treatment Plants (Does not include water/sewer lines) Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.60 for calendar year 2019 applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015. If this contract is covered by the EO, the contractor must pay all workers in any classification listed on this wage determination at least $10.60 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2019. If this contract is covered by the EO and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must pay workers in that classification at least the wage rate determined through the conformance process set forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate,if it is higher than the conformed wage rate). The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but it does not apply to contracts subject only to the Page 1 of 9beta.SAM.gov 7/23/2019https://beta.sam.gov/wage-determination/TX20190016/1/document DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/04/2019 1 07/19/2019 ASBE0021-003 06/01/2016 Rates Fringes ASBESTOS WORKER/HEAT & FROST INSULATOR (Includes application of all insulating materials, protective coverings, coatings, and finishings to all types of mechanical systems)..............$ 24.32 7.52 ---------------------------------------------------------------- * ELEC0020-004 06/01/2019 Rates Fringes Electricians: Cable Splicer...............$ 29.81 8.84 Electrician.................$ 30.15 9.59 ---------------------------------------------------------------- ELEC0220-001 08/01/2018 Rates Fringes Line Construction: CABLE SPLICERS..............$ 17.12 14.5%+3.75 EQUIPMENT OPERATORS.........$ 25.83 20%+5.75 Page 2 of 9beta.SAM.gov 7/23/2019https://beta.sam.gov/wage-determination/TX20190016/1/document DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 GROUNDMAN...................$ 16.15 20%+5.75 LINEMAN.....................$ 32.29 20%+5.75 ---------------------------------------------------------------- ENGI0178-001 06/01/2009 Rates Fringes Cranes: Hydraulic Crane (35 ton & under)......................$ 23.70 9.35 Hydraulic over 35 tons,Derricks, Overhead Gentry,Stiffleg,Tower,etc., and Cranes with Piledriving or Caisson attachements................$ 24.70 9.35 ---------------------------------------------------------------- IRON0263-010 06/01/2017 Rates Fringes Ironworkers: Reinforcing & Structural....$ 23.25 7.32 ---------------------------------------------------------------- PLUM0100-002 11/01/2017 Rates Fringes Plumbers and Pipefitters.........$ 30.84 11.51 ---------------------------------------------------------------- SHEE0068-002 11/01/2012 Rates Fringes Sheet metal worker...............$ 27.64 8.84 ---------------------------------------------------------------- SUTX1990-039 08/01/1990 Page 3 of 9beta.SAM.gov 7/23/2019https://beta.sam.gov/wage-determination/TX20190016/1/document DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 Rates Fringes CARPENTER........................$ 10.536 Concrete Finisher................$ 9.603 Form Builder.....................$ 8.036 Form Setter......................$ 9.578 Laborers: Common......................$ 7.25 Utility.....................$ 7.25 Pipelayer........................$ 7.961 Power equipment operators: Backhoe.....................$ 10.971 Bulldozer...................$ 9.942 Front end loader............$ 10.771 Mechanic....................$ 9.88 Motor Grader................$ 11.633 Oiler.......................$ 9.183 Scraper.....................$ 8.00 TRUCK DRIVER.....................$ 7.465 ---------------------------------------------------------------- WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. ================================================================ Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any Page 4 of 9beta.SAM.gov 7/23/2019https://beta.sam.gov/wage-determination/TX20190016/1/document DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). ---------------------------------------------------------------- The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of ""identifiers"" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than ""SU"" or Page 5 of 9beta.SAM.gov 7/23/2019https://beta.sam.gov/wage-determination/TX20190016/1/document DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 ""UAVG"" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Page 6 of 9beta.SAM.gov 7/23/2019https://beta.sam.gov/wage-determination/TX20190016/1/document DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. ---------------------------------------------------------------- WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) Page 7 of 9beta.SAM.gov 7/23/2019https://beta.sam.gov/wage-determination/TX20190016/1/document DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. Page 8 of 9beta.SAM.gov 7/23/2019https://beta.sam.gov/wage-determination/TX20190016/1/document DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 ================================================================ END OF GENERAL DECISION" Page 9 of 9beta.SAM.gov 7/23/2019https://beta.sam.gov/wage-determination/TX20190016/1/document DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Page Article 1 – Definitions and Terminology .......................................................................................................... 1 1.01 Defined Terms............................................................................................................................... 1 1.02 Terminology .................................................................................................................................. 6 Article 2 – Preliminary Matters ......................................................................................................................... 7 2.01 Copies of Documents .................................................................................................................... 7 2.02 Commencement of Contract Time; Notice to Proceed ................................................................ 7 2.03 Starting the Work .......................................................................................................................... 7 2.04 Before Starting Construction ........................................................................................................ 7 2.05 Preconstruction Conference .......................................................................................................... 8 2.06 Public Meeting .............................................................................................................................. 8 2.07 Initial Acceptance of Schedules.................................................................................................... 8 2.08 Electronic Submittals.................................................................................................................... 8 Article 3 – Contract Documents: Intent, Amending, Reuse ............................................................................ 8 3.01 Intent .............................................................................................................................................. 8 3.02 Reference Standards...................................................................................................................... 9 3.03 Reporting and Resolving Discrepancies....................................................................................... 9 3.04 Amending and Supplementing Contract Documents ................................................................. 10 3.05 Reuse of Documents ................................................................................................................... 10 3.06 Electronic Data ............................................................................................................................ 11 Article 4 – Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions; Reference Points........................................................................................................... 11 4.01 Availability of Lands .................................................................................................................. 11 4.02 Subsurface and Physical Conditions .......................................................................................... 12 4.03 Differing Subsurface or Physical Conditions ............................................................................. 12 4.04 Underground Facilities ............................................................................................................... 13 4.05 Hazardous Environmental Condition at Site .............................................................................. 14 Article 5 – Bonds and Insurance ..................................................................................................................... 15 5.01 Licensed Sureties and Insurers ................................................................................................... 15 5.02 Performance, Payment, and Maintenance Bonds....................................................................... 15 5.03 Certificates of Insurance ............................................................................................................. 16 5.04 Contractor’s Insurance ................................................................................................................ 18 5.05 Acceptance of Bonds and Insurance; Option to Replace ........................................................... 19 Article 6 – Contractor’s Responsibilities ........................................................................................................ 19 6.01 Supervision and Superintendence............................................................................................... 19 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 6.02 Labor; Working Hours ................................................................................................................ 19 6.03 Services, Materials, and Equipment ........................................................................................... 20 6.04 Project Schedule.......................................................................................................................... 20 6.05 Substitutes and “Or-Equals” ....................................................................................................... 21 6.06 Concerning Subcontractors, Suppliers, and Others.................................................................... 23 6.07 Wage Rates.................................................................................................................................. 24 6.08 Patent Fees and Royalties ........................................................................................................... 25 6.09 Permits and Utilities .................................................................................................................... 26 6.10 Laws and Regulations ................................................................................................................. 26 6.11 Taxes ........................................................................................................................................... 27 6.12 Use of Site and Other Areas ....................................................................................................... 27 6.13 Record Documents ...................................................................................................................... 28 6.14 Safety and Protection .................................................................................................................. 29 6.15 Safety Representative.................................................................................................................. 29 6.16 Hazard Communication Programs ............................................................................................. 30 6.17 Emergencies and/or Rectification............................................................................................... 30 6.18 Submittals .................................................................................................................................... 30 6.19 Continuing the Work................................................................................................................... 31 6.20 Contractor’s General Warranty and Guarantee .......................................................................... 32 6.21 Indemnification ......................................................................................................................... 32 6.22 Delegation of Professional Design Services .............................................................................. 33 6.23 Right to Audit.............................................................................................................................. 34 6.24 Nondiscrimination....................................................................................................................... 34 Article 7 – Other Work at the Site ................................................................................................................... 34 7.01 Related Work at Site ................................................................................................................... 34 7.02 Coordination................................................................................................................................ 35 Article 8 – City’s Responsibilities................................................................................................................... 35 8.01 Communications to Contractor ................................................................................................... 35 8.02 Furnish Data ................................................................................................................................ 35 8.03 Pay When Due ............................................................................................................................ 35 8.04 Lands and Easements; Reports and Tests................................................................................... 36 8.05 Change Orders............................................................................................................................. 36 8.06 Inspections, Tests, and Approvals .............................................................................................. 36 8.07 Limitations on City’s Responsibilities ....................................................................................... 36 8.08 Undisclosed Hazardous Environmental Condition .................................................................... 36 8.09 Compliance with Safety Program ............................................................................................... 36 Article 9 – City’s Observation Status During Construction ........................................................................... 36 9.01 City’s Project Manager ……...................................................................................................... 36 9.02 Visits to Site ................................................................................................................................ 37 9.03 Authorized Variations in Work .................................................................................................. 37 9.04 Rejecting Defective Work .......................................................................................................... 37 9.05 Determinations for Work Performed .......................................................................................... 37 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work ..................... 38 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Article 10 – Changes in the Work; Claims; Extra Work ................................................................................ 38 10.01 Authorized Changes in the Work ............................................................................................... 38 10.02 Unauthorized Changes in the Work ........................................................................................... 38 10.03 Execution of Change Orders ....................................................................................................... 38 10.04 Extra Work .................................................................................................................................. 38 10.05 Notification to Surety .................................................................................................................. 39 10.06 Contract Claims Process ............................................................................................................. 39 Article 11 – Cost of the Work; Allowances; Unit Price Work; Plans Quantity Measurement...................... 40 11.01 Cost of the Work ......................................................................................................................... 40 11.02 Allowances .................................................................................................................................. 43 11.03 Unit Price Work .......................................................................................................................... 43 11.04 Plans Quantity Measurement ...................................................................................................... 45 Article 12 – Change of Contract Price; Change of Contract Time................................................................. 45 12.01 Change of Contract Price ............................................................................................................ 45 12.02 Change of Contract Time ............................................................................................................ 46 12.03 Delays .......................................................................................................................................... 47 Article 13 – Tests and Inspections; Correction, Removal or Acceptance of Defective Work ...................... 47 13.01 Notice of Defects ........................................................................................................................ 47 13.02 Access to Work ........................................................................................................................... 47 13.03 Tests and Inspections .................................................................................................................. 47 13.04 Uncovering Work........................................................................................................................ 49 13.05 City May Stop the Work ............................................................................................................. 49 13.06 Correction or Removal of Defective Work ................................................................................ 49 13.07 Correction Period ........................................................................................................................ 50 13.08 Acceptance of Defective Work................................................................................................... 51 13.09 City May Correct Defective Work ............................................................................................. 51 Article 14 – Payments to Contractor and Completion .................................................................................... 52 14.01 Schedule of Values...................................................................................................................... 52 14.02 Progress Payments ...................................................................................................................... 52 14.03 Contractor’s Warranty of Title ................................................................................................... 54 14.04 Partial Utilization ........................................................................................................................ 54 14.05 Final Inspection ........................................................................................................................... 55 14.06 Final Acceptance ......................................................................................................................... 55 14.07 Final Payment.............................................................................................................................. 55 14.08 Final Completion Delayed and Partial Retainage Release ........................................................ 56 14.09 Waiver of Claims ........................................................................................................................ 56 Article 15 – Suspension of Work and Termination ........................................................................................ 57 15.01 City May Suspend Work............................................................................................................. 57 15.02 City May Terminate for Cause ................................................................................................... 57 15.03 City May Terminate For Convenience ....................................................................................... 59 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Article 16 – Dispute Resolution ...................................................................................................................... 61 16.01 Methods and Procedures ............................................................................................................. 61 Article 17 – Miscellaneous .............................................................................................................................. 62 17.01 Giving Notice .............................................................................................................................. 62 17.02 Computation of Times ................................................................................................................ 62 17.03 Cumulative Remedies ................................................................................................................. 62 17.04 Survival of Obligations ............................................................................................................... 63 17.05 Headings ...................................................................................................................................... 63 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 1 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 ARTICLE 1 – DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in these General Conditions or in other Contract Documents, the terms listed below have the meanings indicated which are applicable to both the singular and plural thereof, and words denoting gender shall include the masculine, feminine and neuter. Said terms are generally capitalized or written in italics, but not always. When used in a context consistent with the definition of a listed-defined term, the term shall have a meaning as defined below whether capitalized or italicized or otherwise. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement—The written instrument which is evidence of the agreement between City and Contractor covering the Work. 3. Application for Payment—The form acceptable to City which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 4. Asbestos—Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 5. Award – Authorization by the City Council for the City to enter into an Agreement. 6. Bid—The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 7. Bidder—The individual or entity who submits a Bid directly to City. 8. Bidding Documents—The Bidding Requirements and the proposed Contract Documents (including all Addenda). 9. Bidding Requirements—The advertisement or Invitation to Bid, Instructions to Bidders, Bid security of acceptable form, if any, and the Bid Form with any supplements. 10. Business Day – A business day is defined as a day that the City conducts normal business, generally Monday through Friday, except for federal or state holidays observed by the City. 11. Calendar Day – A day consisting of 24 hours measured from midnight to the next midnight. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 2 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 12. Change Order—A document, which is prepared and approved by the City, which is signed by Contractor and City and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Agreement. 13. City— The City of Denton is a Texas home-rule municipal corporation acting by its City Council through its City Manager or his designee. 14. City Attorney – The officially appointed City Attorney of the City of Denton, Texas, or his duly authorized representative. 15. City Council - The duly elected and qualified governing body of the City of Denton, Texas. 16. City Manager – The officially appointed and authorized City Manager of the City of Denton, Texas, or his duly authorized representative. 17. Contract Claim—A demand or assertion by City or Contractor seeking an adjustment of Contract Price or Contract Time, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Contract Claim. 18. Contract—The entire and integrated written document between the City and Contractor concerning the Work. The Contract contains the Agreement and all Contract Documents and supersedes prior negotiations, representations, or agreements, whether written or oral. 19. Contract Documents—Those items so designated in the Agreement. All items listed in the Agreement are Contract Documents. Approved Submittals, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 20. Contract Price—The moneys payable by City to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 21. Contract Time—The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any and (ii) complete the Work so that it is ready for Final Acceptance. 22. Contractor—The individual or entity with whom City has entered into the Agreement. 23. Cost of the Work—See Paragraph 11.01 of these General Conditions for definition. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 3 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 24. Damage Claims – A demand for money or services arising from the Project or Site from a third party, City or Contractor exclusive of a Contract Claim. 25. Day or day – A day, unless otherwise defined, shall mean a Calendar Day. 26. Drawings—That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Submittals are not Drawings as so defined. 27. Effective Date of the Agreement—The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 28. Engineer—The licensed professional engineer or engineering firm registered in the State of Texas performing professional services for the City. 29. Extra Work – Additional work made necessary by changes or alterations of the Contract Documents or quantities; or for other reasons for which no prices are provided in the Contract Documents. Extra work shall be part of the Work. 30. Field Order — A written order issued by City which requires changes in the Work but which does not involve a change in the Contract Price, Contract Time, or the intent of the Engineer. 31. Final Acceptance – The written notice given by the City to the Contractor that the Work specified in the Contract Documents has been completed to the satisfaction of the City. 32. Final Inspection – Inspection carried out by the City to verify that the Contractor has completed the Work, and each and every part or appurtenance thereof, fully, entirely, and in conformance with the Contract Documents. 33. General Requirements—Sections of Division 1 of the Contract Documents. 34. Hazardous Environmental Condition — The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, or other materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto. 35. Hazardous Waste—Hazardous waste is defined as any solid waste listed as hazardous or possesses one or more hazardous characteristics as defined in the federal waste regulations, as amended from time to time. 36. Incidental – Work items that the Contractor is not paid for directly, but costs for which are included under the various bid items of the Project. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 4 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 37. Laws and Regulations—Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 38. Liens—Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 39. Major Item – An Item of work included in the Contract Documents that has a total cost equal to or greater than 5% of the original Contract Price or $25,000 whichever is less. 40. Milestone—A principal event specified in the Contract Documents relating to an intermediate Contract Time prior to Final Acceptance of the Work. 41. Notice of Award—The written notice by City to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, City will sign and deliver the Agreement. 42. Notice to Proceed—A written notice given by City to Contractor fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform the Work specified in Contract Documents. 43. PCBs—Polychlorinated biphenyls. 44. Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils. 45. Plans – See definition of Drawings. 46. Project Schedule—A schedule, prepared and maintained by Contractor, in accordance with the General Requirements, describing the sequence and duration of the activities comprising the Contractor’s plan to accomplish the Work within the Contract Time. 47. Project—The Work to be performed under the Contract Documents. 48. Project Manager —The authorized representative of the City who will be assigned to the Project. 49. Project Manual – The documentary information prepared for bidding and furnishing the Work. A listing of the contents of the Project Manual is contained in its Table of Contents. 50. Public Meeting – An announced meeting conducted by the City to facilitate public participation and to assist the public in gaining an informed view of the Project. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 5 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 51. Radioactive Material—Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 52. Regular Working Hours – Excluding legal holidays, regular working hours shall be Monday thru Friday between 6:00 a.m. and 8:30 p.m. from June 1 to September 30 and between 7:00 a.m. and 8:30 p.m. from October 1 to May 31. 53. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 54. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 55. Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor’s Applications for Payment. 56. Site—Lands or areas indicated in the Contract Documents as being furnished by City upon which the Work is to be performed, including rights-of-way, permits, and easements for access thereto, and such other lands furnished by City which are designated for the use of Contractor. 57. Specifications—That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. Specifications may be specifically made a part of the Contract Documents by attachment or, if not attached, may be incorporated by reference as indicated in the Table of Contents (Division 00 00 00) of each Project. 58. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 59. Submittals—All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 60. Subsidiary – See definition of Incidental. 61. Successful Bidder—The Bidder submitting the lowest and most responsive Bid to whom City makes an Award. 62. Superintendent – The representative of the Contractor who is available at all times and able to receive instructions from the City and to act for the Contractor. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 6 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 63. Supplementary Conditions—That part of the Contract Documents which amends or supplements these General Conditions. 64. Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 65. Underground Facilities—All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including but not limited to, those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 66. Unit Price Work—See Paragraph 11.03 of these General Conditions for definition. 67. Weekend Working Hours – Hours between 8:00 a.m. and 8:30 p.m., Saturday, and between 1:00 p.m. and 8:30 p.m. Sunday or legal holiday, as approved in advance by the City. 68. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction including any Change Order or Field Order, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 69. Working Day – A working day is defined as a day, not including Saturdays, Sundays, or legal holidays authorized by the City for contract purposes, in which weather or other conditions not under the control of the Contractor will permit the performance of the principal unit of work underway for a continuous period of not less than 7 hours between 7 a.m. and 8 p.m. 1.02 Terminology A. The words and terms discussed in Paragraph 1.02.B through E are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. Intent of Certain Terms or Adjectives: 1. The Contract Documents include the terms “as allowed,” “as approved,” “as ordered,” “as directed” or terms of like effect or import to authorize an exercise of judgment by City. In addition, the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of City as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 7 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 C. Defective: 1. The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it: a. does not conform to the Contract Documents; or b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or c. has been damaged prior to City’s written acceptance. D. Furnish, Install, Perform, Provide: 1. The word “Furnish” or the word “Install” or the word “Perform” or the word “Provide” or the word “Supply,” or any combination or similar directive or usage thereof, shall mean furnishing and incorporating in the Work including all necessary labor, materials, equipment, and everything necessary to perform the Work indicated, unless specifically limited in the context used. E. Unless stated otherwise in the Contract Documents, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 – PRELIMINARY MATTERS 2.01 Copies of Documents City shall furnish to Contractor one (1) original executed copy and one (1) electronic copy of the Contract Documents, and three (3) additional copies of the Drawings. Additional copies will be furnished upon request at the cost of reproduction. 2.02 Commencement of Contract Time; Notice to Proceed The Contract Time will commence to run on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Agreement. 2.03 Starting the Work Contractor shall start to perform the Work on the date when the Contract Time commences to run. No Work shall be done at the Site prior to the date on which the Contract Time commences to run. 2.04 Before Starting Construction Baseline Schedules: Submit in accordance with the Contract Documents, and prior to starting the Work. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 8 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 2.05 Preconstruction Conference Before any Work at the Site is started, the Contractor shall attend a Preconstruction Conference as specified in the Contract Documents. 2.06 Public Meeting Contractor may not mobilize any equipment, materials or resources to the Site prior to Contractor attending the Public Meeting as scheduled by the City. 2.07 Initial Acceptance of Schedules No progress payment shall be made to Contractor until acceptable schedules are submitted to City in accordance with the Schedule Specification as provided in the Contract Documents. 2.08 Electronic Submittals A. Except as otherwise stated elsewhere in the Contract, the City and Contractor may transmit, and shall accept, Project-related correspondence, text, data, documents, drawings, information, and graphics, including but not limited to Shop Drawings and other submittals, in electronic media or digital format. B. When transmitting items in electronic media or digital format, the transmitting party makes no representations as to long term compatibility, usability, or readability of the items resulting from the recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the items, or from those established in applicable transmittal protocols. ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent A. The Contract Documents are complementary; what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided whether or not specifically called for, at no additional cost to City. C. Clarifications and interpretations of the Contract Documents shall be issued by City. D. The Specifications may vary in form, format and style. Some Specification sections may be written in varying degrees of streamlined or declarative style and some sections may be DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 9 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 relatively narrative by comparison. Omission of such words and phrases as “the Contractor shall,” “in conformity with,” “as shown,” or “as specified” are intentional in streamlined sections. Omitted words and phrases shall be supplied by inference. Similar types of provisions may appear in various parts of a section or articles within a part depending on the format of the section. The Contractor shall not take advantage of any variation of form, format or style in making Contract Claims. E. The cross referencing of specification sections under the subparagraph heading “Related Sections include but are not necessarily limited to:” and elsewhere within each Specification section is provided as an aid and convenience to the Contractor. The Contractor shall not rely on the cross referencing provided and shall be responsible to coordinate the entire Work under the Contract Documents and provide a complete Project whether or not the cross referencing is provided in each section or whether or not the cross referencing is complete. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities of City, Contractor, or any of their subcontractors, consultants, agents, or employees, from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to City, or any of its officers, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Contractor’s Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein against all applicable field measurements and conditions. Contractor shall promptly report in writing to City any conflict, error, ambiguity, or discrepancy which Contractor discovers, or has actual knowledge of, and shall obtain a written interpretation or clarification from City before proceeding with any Work affected thereby. 2. Contractor’s Review of Contract Documents During Performance of Work: If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 10 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) any standard, specification, manual, or code, or (c) any instruction of any Supplier, then Contractor shall promptly report it to City in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.17.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. 3. Contractor shall not be liable to City for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof. B. Resolving Discrepancies: 1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and the provisions of any standard, specification, manual, or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract Documents). 2. In case of discrepancies, figured dimensions shall govern over scaled dimensions, Drawings shall govern over Specifications, and Supplementary Conditions shall govern over General Conditions and Specifications. 3.04 Amending and Supplementing Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by a Change Order. B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work not involving a change in Contract Price or Contract Time, may be authorized, by one or more of the following ways: 1. A Field Order; 2. City’s review of a Submittal (subject to the provisions of Paragraph 6.18.C); or 3. City’s written interpretation or clarification. 3.05 Reuse of Documents A. Contractor and any Subcontractor or Supplier shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer, including electronic media editions; or 2. reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of City and specific written DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 11 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 verification or adaptation by Engineer. B. The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06 Electronic Data A. Unless otherwise stated in the Supplementary Conditions, the data furnished by City or Engineer to Contractor, or by Contractor to City or Engineer, that may be relied upon are limited to the printed copies included in the Contract Documents (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data’s creator. ARTICLE 4 – AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Availability of Lands A. City shall furnish the Site. City shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. City will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. 1. The City has obtained or anticipates acquisition of and/or access to right-of-way, and/or easements. Any outstanding right-of-way and/or easements are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding right-of-way, and/or easements. 2. The City has or anticipates removing and/or relocating utilities, and obstructions to the Site. Any outstanding removal or relocation of utilities or obstructions is anticipated in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding utilities or obstructions to be removed, adjusted, and/or relocated by others. B. Upon reasonable written request, City shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 12 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 C. Contractor shall provide for all additional lands and access thereto that may be required for construction facilities or storage of materials and equipment. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: 1. those reports known to City of explorations and tests of subsurface conditions at or contiguous to the Site; and 2. those drawings known to City of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities). B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such “technical data” is identified in the Supplementary Conditions. Contractor may not make any Contract Claim against City, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions, or information. 4.03 Differing Subsurface or Physical Conditions A. Notice: If Contractor believes that any subsurface or physical condition that is uncovered or revealed either: 1. is of such a nature as to establish that any “technical data” on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of such a nature as to require a change in the Contract Documents; or 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 13 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.17.A), notify City in writing about such condition. B. Possible Price and Time Adjustments Contractor shall not be entitled to any adjustment in the Contract Price or Contract Time if: 1. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to City with respect to Contract Price and Contract Time by the submission of a Bid or becoming bound under a negotiated contract; or 2. the existence of such condition could reasonably have been discovered or revealed as a result of the examination of the Contract Documents or the Site; or 3. Contractor failed to give the written notice as required by Paragraph 4.03.A. 4.04 Underground Facilities A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to City or Engineer by the owners of such Underground Facilities, including City, or by others. Unless it is otherwise expressly provided in the Supplementary Conditions: 1. City and Engineer shall not be responsible for the accuracy or completeness of any such information or data provided by others; and 2. the cost of all of the following will be included in the Contract Price, and Contractor shall have full responsibility for: a. reviewing and checking all such information and data; b. locating all Underground Facilities shown or indicated in the Contract Documents; c. coordination and adjustment of the Work with the owners of such Underground Facilities, including City, during construction; and d. the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. B. Not Shown or Indicated: 1. If an Underground Facility which conflicts with the Work is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.17.A), DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 14 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 identify the owner of such Underground Facility and give notice to that owner and to City. City will review the discovered Underground Facility and determine the extent, if any, to which a change may be required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. Contractor shall be responsible for the safety and protection of such discovered Underground Facility. 2. If City concludes that a change in the Contract Documents is required, a Change Order may be issued to reflect and document such consequences. 3. Verification of existing utilities, structures, and service lines shall include notification of all utility companies a minimum of 48 hours in advance of construction including exploratory excavation if necessary. 4.05 Hazardous Environmental Condition at Site A. Reports and Drawings: The Supplementary Conditions identify those reports and drawings known to City relating to Hazardous Environmental Conditions that have been identified at the Site. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such “technical data” is identified in the Supplementary Conditions. Contractor may not make any Contract Claim against City, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work. Contractor shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible. D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 15 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Paragraph 6.17.A); and (iii) notify City (and promptly thereafter confirm such notice in writing). City may consider the necessity to retain a qualified expert to evaluate such condition or take corrective action, if any. E. Contractor shall not be required to resume Work in connection with such condition or in any affected area until after City has obtained any required permits related thereto and delivered written notice to Contractor: (i) specifying that such condition and any affected area is or has been rendered suitable for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then City may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. City may have such deleted portion of the Work performed by City’s own forces or others. G. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.G shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual’s or entity’s own negligence. H. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 5 – BONDS AND INSURANCE 5.01 Licensed Sureties and Insurers All bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 5.02 Performance, Payment, and Maintenance Bonds A. Contractor shall furnish performance and payment bonds, in accordance with Texas Government Code Chapter 2253 or successor statute, each in an amount equal to the Contract Price as security for the faithful performance and payment of all of Contractor’s obligations under the Contract Documents. B. Contractor shall furnish maintenance bonds in an amount equal to the Contract Price as security DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 16 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 to protect the City against any defects in any portion of the Work described in the Contract Documents. Maintenance bonds shall remain in effect for two (2) years after the date of Final Acceptance by the City. C. All bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the list of “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent or attorney-in-fact must be accompanied by a sealed and dated power of attorney which shall show that it is effective on the date the agent or attorney-in-fact signed each bond. The bonds must be dated on, or after, the date of the Contract. D. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in the State of Texas or it ceases to meet the requirements of Paragraph 5.02.C, Contractor shall promptly notify City and shall, within 30 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01 and 5.02.C. 5.03 Certificates of Insurance A. Contractor shall deliver to City, with copies to each additional insured and loss payee identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by City or any other additional insured) which Contractor is required to purchase and maintain. 1. The certificate of insurance shall document the City, and all identified entities named in the Supplementary Conditions as “Additional Insured” on all liability policies. 2. The Contractor’s general liability insurance shall include a, “per project” or “per location”, endorsement, which shall be identified in the certificate of insurance provided to the City. 3. The certificate shall be signed by an agent authorized to bind coverage on behalf of the insured, be complete in its entirety, and show complete insurance carrier names as listed in the current A.M. Best Property & Casualty Guide 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers’ compensation, all insurers must have a minimum rating of A-: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of City is required. 5. All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City. In addition, the Contractor agrees to waive all rights of subrogation against the Engineer (if applicable), and each additional insured identified in the Supplementary Conditions DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 17 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 6. Failure of the City to demand such certificates or other evidence of full compliance with the insurance requirements or failure of the City to identify a deficiency from evidence that is provided shall not be construed as a waiver of Contractor’s obligation to maintain such lines of insurance coverage. 7. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. 8. Unless otherwise stated, all required insurance shall be written on the “occurrence basis”. If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the effective date of the agreement and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of the Contract and for three (3) years following Final Acceptance provided under the Contract Documents or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. 9. Policies shall have no exclusions by endorsements, which, neither nullify or amend, the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved in writing by the City. In the event a Contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the contractor/engineer to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 10. Any self-insured retention (SIR), in excess of $25,000.00, affecting required insurance coverage shall be approved by the City in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, or self-funding, must also be approved by City. 11. Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a first-dollar basis, must be acceptable to and approved by the City. 12. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverage’s and their limits when deemed necessary and prudent by the City based upon the scope of the Work, changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City. The City shall be required to provide prior notice of 90 days, and the insurance adjustments shall be incorporated into the Work by Change Order. 13. City shall be entitled, upon written request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions necessary to conform the policy and endorsements to the requirements of the Contract. Deletions, revisions, or modifications shall not be required where policy provisions are established by DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 18 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 law or regulations binding upon either party or the underwriter on any such policies. 14. City shall not be responsible for the direct payment of insurance premium costs for Contractor’s insurance. 5.04 Contractor’s Insurance A. Workers Compensation and Employers’ Liability. Contractor shall purchase and maintain such insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers’ Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits for Employers’ Liability as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from Contractor’s performance of the Work and Contractor’s other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable: 1. claims under workers’ compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor’s employees. B. Commercial General Liability. Coverage shall include but not be limited to covering liability (bodily injury or property damage) arising from: premises/operations, independent contractors, products/completed operations, personal injury, liability under an insured contract, and explosion/collapse/underground (where those exposures exist). Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. The Commercial General Liability policy, shall have no exclusions by endorsements that would alter of nullify premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained with the policy, unless the City approves such exclusions in writing. For construction projects that present a substantial completed operation exposure, the City may require the contractor to maintain completed operations coverage for a minimum of no less than three (3) years following the completion of the project (if identified in the Supplementary Conditions). C. Automobile Liability. A commercial business auto policy shall provide coverage on “any auto”, defined as autos owned, hired and non-owned and provide indemnity for claims for damages because bodily injury or death of any person and or property damage arising out of the work, maintenance or use of any motor vehicle by the Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 19 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 D. Railroad Protective Liability. If any of the work or any warranty work is within the limits of railroad right-of-way, the Contractor shall comply with the requirements identified in the Supplementary Conditions. E. Notification of Policy Cancellation: Contractor shall immediately notify City upon cancellation or other loss of insurance coverage. Contractor shall stop work until replacement insurance has been procured. There shall be no time credit for days not worked pursuant to this section. 5.05 Acceptance of Bonds and Insurance; Option to Replace If City has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the Contractor in accordance with Article 5 on the basis of non-conformance with the Contract Documents, the City shall so notify the Contractor in writing within 10 Business Days after receipt of the certificates (or other evidence requested). Contractor shall provide to the City such additional information in respect of insurance provided as the City may reasonably request. If Contractor does not purchase or maintain all of the bonds and insurance required by the Contract Documents, the City shall notify the Contractor in writing of such failure prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. ARTICLE 6 – CONTRACTOR’S RESPONSIBILITIES 6.01 Supervision and Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. At all times during the progress of the Work, Contractor shall assign a competent Superintendent, who is proficient in English, and who shall not be replaced without written notice to City. If at any time the Superintendent is not satisfactory to the City, Contractor shall, if requested by City, replace the Superintendent with another satisfactory to City. C. Contractor shall notify the City 24 hours prior to moving areas during the sequence of construction. 6.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site. B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during Regular Working Hours. Contractor will not permit the DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 20 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 performance of Work beyond Regular Working Hours or for Weekend Working Hours without City’s written consent (which will not be unreasonably withheld). Written request (by letter or electronic communication) to perform Work: 1. for beyond Regular Working Hours, request must be made by noon at least two (2) Business Days prior 2. for Weekend Working Hours, request must be made by noon of the preceding Wednesday 3. for legal holidays, request must be made by noon seven Days prior to the legal holiday. 6.03 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, Contractor required testing, start-up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of sufficient quality to complete the Work and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of City. If required by City, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment to be incorporated into the Work shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. D. All items of standard equipment to be incorporated into the Work shall be the latest model at the time of bid, unless otherwise specified. 6.04 Project Schedule A. Contractor shall adhere to the Project Schedule established in accordance with Paragraph 2.07 and the General Requirements as it may be adjusted from time to time as provided below. 1. Contractor shall submit to City for acceptance (to the extent indicated in Paragraph 2.07 and the General Requirements) proposed adjustments in the Project Schedule that will not result in changing the Contract Time. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2. Contractor shall submit to City a monthly Project Schedule with a monthly progress payment DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 21 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 for the duration of the Contract in accordance with the schedule specification 01 32 16. 3. Proposed adjustments in the Project Schedule that will change the Contract Time shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Time may only be made by a Change Order. 6.05 Substitutes and “Or-Equals” A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or “or-equal” item or no substitution is permitted, other items of material or equipment of other Suppliers may be submitted to City for review under the circumstances described below. 1. “Or-Equal” Items: If in City’s sole discretion an item of material or equipment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by City as an “or-equal” item, in which case review and approval of the proposed item may, in City’s sole discretion, be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. the City determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; and 3) it has a proven record of performance and availability of responsive service; and 4) it is not objectionable to the City. b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the City or increase in Contract Time; and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Substitute Items: a. If in City’s sole discretion an item of material or equipment proposed by Contractor does not qualify as an “or-equal” item under Paragraph 6.05.A.1, it may be submitted as a DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 22 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 proposed substitute item. b. Contractor shall submit sufficient information as provided below to allow City to determine if the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by City from anyone other than Contractor. c. Contractor shall make written application to City for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application shall comply with Section 01 25 00 and: 1) shall certify that the proposed substitute item will: a) perform adequately the functions and achieve the results called for by the general design; b) be similar in substance to that specified; c) be suited to the same use as that specified; and 2) will state: a) the extent, if any, to which the use of the proposed substitute item will prejudice Contractor’s achievement of final completion on time; b) whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with City for other work on the Project) to adapt the design to the proposed substitute item; c) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty; and 3) will identify: a) all variations of the proposed substitute item from that specified; b) available engineering, sales, maintenance, repair, and replacement services; and 4) shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and Damage Claims of other contractors affected by any resulting change. B. Substitute Construction Methods or Procedures: If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 23 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 of construction approved by City. Contractor shall submit sufficient information to allow City, in City’s sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. Contractor shall make written application to City for review in the same manner as those provided in Paragraph 6.05.A.2. C. City’s Evaluation: City will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.05.A and 6.05.B. City may require Contractor to furnish additional data about the proposed substitute. City will be the sole judge of acceptability. No “or-equal” or substitute will be ordered, installed or utilized until City’s review is complete, which will be evidenced by a Change Order in the case of a substitute and an accepted Submittal for an “or-equal.” City will advise Contractor in writing of its determination. D. Special Guarantee: City may require Contractor to furnish at Contractor’s expense a special performance guarantee, warranty, or other surety with respect to any substitute. Contractor shall indemnify and hold harmless City and anyone directly or indirectly employed by them from and against any and all claims, damages, losses and expenses (including attorneys fees) arising out of the use of substituted materials or equipment. E. City’s Cost Reimbursement: City will record City’s costs in evaluating a substitute proposed or submitted by Contractor pursuant to Paragraphs 6.05.A.2 and 6.05.B. Whether or not City approves a substitute so proposed or submitted by Contractor, Contractor may be required to reimburse City for evaluating each such proposed substitute. Contractor may also be required to reimburse City for the charges for making changes in the Contract Documents (or in the provisions of any other direct contract with City) resulting from the acceptance of each proposed substitute. F. Contractor’s Expense: Contractor shall provide all data in support of any proposed substitute or “or-equal” at Contractor’s expense. G. City Substitute Reimbursement: Costs (savings or charges) attributable to acceptance of a substitute shall be incorporated to the Contract by Change Order. H. Time Extensions: No additional time will be granted for substitutions. 6.06 Concerning Subcontractors, Suppliers, and Others A. Contractor shall perform with his own organization, work of a value not less than 35% of the value embraced on the Contract, unless otherwise approved by the City. B. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, against whom City may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection (excluding those acceptable to City as indicated in Paragraph 6.06.C). C. The City may from time to time require the use of certain Subcontractors, Suppliers, or other DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 24 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 individuals or entities on the project, and will provide such requirements in the Supplementary Conditions. D. Contractor shall be fully responsible to City for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor’s own acts and omissions. Nothing in the Contract Documents: 1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between City and any such Subcontractor, Supplier or other individual or entity; nor 2. shall create any obligation on the part of City to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. E. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. F. All Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work shall communicate with City through Contractor. G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appropriate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of City. 6.07 Wage Rates A. Duty to pay Prevailing Wage Rates. The Contractor shall comply with all requirements of Chapter 2258, Texas Government Code (as amended), including the payment of not less than the rates determined by the City Council of the City of Denton to be the prevailing wage rates in accordance with Chapter 2258. Such prevailing wage rates are included in these Contract Documents. B. Penalty for Violation. A Contractor or any Subcontractor who does not pay the prevailing wage shall, upon demand made by the City, pay to the City $60 for each worker employed for each calendar day or part of the day that the worker is paid less than the prevailing wage rates stipulated in these contract documents. This penalty shall be retained by the City to offset its administrative costs, pursuant to Texas Government Code 2258.023. C. Complaints of Violations and City Determination of Good Cause. On receipt of information, including a complaint by a worker, concerning an alleged violation of 2258.023, Texas Government Code, by a Contractor or Subcontractor, the City shall make an initial determination, before the 31st day after the date the City receives the information, as to whether DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 25 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 good cause exists to believe that the violation occurred. The City shall notify in writing the Contractor or Subcontractor and any affected worker of its initial determination. Upon the City’s determination that there is good cause to believe the Contractor or Subcontractor has violated Chapter 2258, the City shall retain the full amounts claimed by the claimant or claimants as the difference between wages paid and wages due under the prevailing wage rates, such amounts being subtracted from successive progress payments pending a final determination of the violation. D. Arbitration Required if Violation Not Resolved. An issue relating to an alleged violation of Section 2258.023, Texas Government Code, including a penalty owed to the City or an affected worker, shall be submitted to binding arbitration in accordance with the Texas General Arbitration Act (Article 224 et seq., Revised Statutes) if the Contractor or Subcontractor and any affected worker does not resolve the issue by agreement before the 15th day after the date the City makes its initial determination pursuant to Paragraph C above. If the persons required to arbitrate under this section do not agree on an arbitrator before the 11th day after the date that arbitration is required, a district court shall appoint an arbitrator on the petition of any of the persons. The City is not a party in the arbitration. The decision and award of the arbitrator is final and binding on all parties and may be enforced in any court of competent jurisdiction. E. Records to be Maintained. The Contractor and each Subcontractor shall, for a period of three (3) years following the date of acceptance of the work, maintain records that show (i) the name and occupation of each worker employed by the Contractor in the construction of the Work provided for in this Contract; and (ii) the actual per diem wages paid to each worker. The records shall be open at all reasonable hours for inspection by the City. The provisions of Paragraph 6.23, Right to Audit, shall pertain to this inspection. F. Progress Payments. With each progress payment or payroll period, whichever is less, the Contractor shall submit an affidavit stating that the Contractor has complied with the requirements of Chapter 2258, Texas Government Code. G. Posting of Wage Rates. The Contractor shall post prevailing wage rates in a conspicuous place at all times. H. Subcontractor Compliance. The Contractor shall include in its subcontracts and/or shall otherwise require all of its Subcontractors to comply with Paragraphs A through G above. 6.08 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of City, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by City in the Contract Documents. Failure of the City to disclose such information does not relieve the Contractor from its obligations to pay for the DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 26 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 use of said fees or royalties to others. B. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 6.09 Permits and Utilities A. Contractor obtained permits and licenses. Contractor shall obtain and pay for all construction permits and licenses except those provided for in the Supplementary Conditions or Contract Documents. City shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of opening of Bids, or, if there are no Bids, on the Effective Date of the Agreement, except for permits provided by the City as specified in 6.09.B. City shall pay all charges of utility owners for connections for providing permanent service to the Work. B. City obtained permits and licenses. City will obtain and pay for all permits and licenses as provided for in the Supplementary Conditions or Contract Documents. It will be the Contractor’s responsibility to carry out the provisions of the permit. If the Contractor initiates changes to the Contract and the City approves the changes, the Contractor is responsible for obtaining clearances and coordinating with the appropriate regulatory agency. The City will not reimburse the Contractor for any cost associated with these requirements of any City acquired permit. The following are permits the City will obtain if required: 1. Texas Department of Transportation Permits 2. U.S. Army Corps of Engineers Permits 3. Texas Commission on Environmental Quality Permits 4. Railroad Company Permits 5. Texas Department of Licensing and Regulation (TDLR) Permits C. Outstanding permits and licenses. The City anticipates acquisition of and/or access to permits and licenses. Any outstanding permits and licenses are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding permits and licenses. 6.10 Laws and Regulations DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 27 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, the City shall not be responsible for monitoring Contractor’s compliance with any Laws or Regulations. B. If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work. However, it shall not be Contractor’s responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor’s obligations under Paragraph 3.02. C. Changes in Laws or Regulations not known at the time of opening of Bids having an effect on the cost or time of performance of the Work may be the subject of an adjustment in Contract Price or Contract Time. 6.11 Taxes A. On a contract awarded by the City, an organization which qualifies for exemption pursuant to Texas Tax Code, Subchapter H (as amended), the Contractor may purchase, rent or lease all materials, supplies and equipment used or consumed in the performance of this contract by issuing to his supplier an exemption certificate in lieu of the tax, said exemption certificate to comply with State Comptroller’s Rulings applicable to Texas Tax Code, Subchapter H. Any such exemption certificate issued to the Contractor in lieu of the tax shall be subject to and shall comply with all applicable rulings pertaining to the Texas Tax Code, Subchapter H. B. Texas Tax permits and information may be obtained from: 1. Comptroller of Public Accounts Sales Tax Division Capitol Station Austin, TX 78711; or 2. http://www.window.state.tx.us/taxinfo/taxforms/93-forms.html 6.12 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 28 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 resulting from the performance of the Work. 2. At any time when, in the judgment of the City, the Contractor has obstructed, closed, or is carrying on operations in a portion of a street, right-of-way, or easement greater than is necessary for proper execution of the Work, the City may require the Contractor to finish the section on which operations are in progress before work is commenced on any additional area of the Site. 3. Construction equipment, spoil materials, supplies, forms, buildings, labs, or equipment and supply storage buildings, or any other item that may be transported by flood flows, shall not be stored within existing federal floodways during the course of the Work. 4. Should any Damage Claim be made by any such owner or occupant because of the performance of the Work, Contractor shall promptly attempt to resolve the Damage Claim. 5. Pursuant to Paragraph 6.21, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against City. B. Removal of Debris During Performance of the Work: During the progress of the Work Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C. Site Maintenance Cleaning: 24 hours after written notice is given to the Contractor that the clean-up on the job site is proceeding in a manner unsatisfactory to the City, if the Contractor fails to correct the unsatisfactory procedure, the City may take such direct action as the City deems appropriate to correct the clean-up deficiencies cited to the Contractor in the written notice (by letter or electronic communication), and the costs of such direct action, plus 25% of such costs, shall be deducted from the monies due or to become due to the Contractor. D. Final Site Cleaning: Prior to Final Acceptance of the Work, Contractor shall clean the Site and the Work and make it ready for utilization by City or adjacent property owner. At the completion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition or better all property disturbed by the Work. E. Loading Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.13 Record Documents A. Contractor shall maintain in a safe place at the Site or in a place designated by the Contractor and approved by the City, one (1) record copy of all Drawings, Specifications, Addenda, Change Orders, Field Orders, and written interpretations and clarifications in good order and annotated to DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 29 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 show changes made during construction. These record documents together with all approved Samples and a counterpart of all accepted Submittals will be available to City for reference. Upon completion of the Work, these record documents, any operation and maintenance manuals, and Submittals will be delivered to City prior to Final Inspection. Contractor shall include accurate locations for buried and embedded items. 6.14 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C. Contractor shall comply with the applicable requirements of City’s safety programs, if any. D. Contractor shall inform City of the specific requirements of Contractor’s safety program, if any, with which City’s employees and representatives must comply while at the Site. E. All damage, injury, or loss to any property referred to in Paragraph 6.14.A.2 or 6.14.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor. F. Contractor’s duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and City has accepted the Work. 6.15 Safety Representative Contractor shall inform City in writing of Contractor’s designated safety representative at the Site. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 30 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 6.16 Hazard Communication Programs Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers in accordance with Laws or Regulations. 6.17 Emergencies and/or Rectification A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give City prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If City determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Change Order may be issued. B. Should the Contractor fail to respond to a request from the City to rectify any discrepancies, omissions, or correction necessary to conform with the requirements of the Contract Documents, the City shall give the Contractor written notice that such work or changes are to be performed. The written notice shall direct attention to the discrepant condition and request the Contractor to take remedial action to correct the condition. In the event the Contractor does not take positive steps to fulfill this written request, or does not show just cause for not taking the proper action, within 24 hours, the City may take such remedial action with City resources or by contract. The City shall deduct an amount equal to the entire costs for such remedial action, plus 25%, from any funds due or become due the Contractor on the Project. 6.18 Submittals A. Contractor shall submit required Submittals to City for review and acceptance in accordance with the accepted Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as City may require. 1. Submit in accordance with the General Requirements. 2. Data shown on the Submittals will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data, to demonstrate to City the services, materials, and equipment Contractor proposes to provide, and to enable City to review the information for the limited purposes required by Paragraph 6.18.C. 3. Submittals submitted as herein provided by Contractor and reviewed by City for conformance with the design concept shall be executed in conformity with the Contract Documents unless otherwise required by City. 4. When Submittals are submitted for the purpose of showing the installation in greater detail, their review shall not excuse Contractor from requirements shown on the Drawings and Specifications. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 31 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 5. For-Information-Only submittals upon which the City is not expected to conduct review or take responsive action may be so identified in the Contract Documents. 6. Submit required number of Samples specified in the Specifications. 7. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as City may require to enable City to review the submittal for the limited purposes required by Paragraph 6.18.C. B. Where a Submittal is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to City’s review and acceptance of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. City’s Review: 1. City will provide timely review of required Submittals in accordance with the Schedule of Submittals acceptable to City. City’s review and acceptance will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. City’s review and acceptance will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and acceptance of a separate item as such will not indicate approval of the assembly in which the item functions. 3. City’s review and acceptance shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Section 01 33 00 and City has given written acceptance of each such variation by specific written notation thereof incorporated in or accompanying the Submittal. City’s review and acceptance shall not relieve Contractor from responsibility for complying with the requirements of the Contract Documents. 6.19 Continuing the Work Except as otherwise provided, Contractor shall carry on the Work and adhere to the Project Schedule during all disputes or disagreements with City. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as City and Contractor may otherwise agree in writing. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 32 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 6.20 Contractor’s General Warranty and Guarantee A. Contractor warrants and guarantees to City that all Work will be in accordance with the Contract Documents and will not be defective. City and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on representation of Contractor’s warranty and guarantee. B. Contractor’s warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor’s obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor’s obligation to perform the Work in accordance with the Contract Documents: 1. observations by City; 2. recommendation or payment by City of any progress or final payment; 3. the issuance of a certificate of Final Acceptance by City or any payment related thereto by City; 4. use or occupancy of the Work or any part thereof by City; 5. any review and acceptance of a Submittal by City; 6. any inspection, test, or approval by others; or 7. any correction of defective Work by City. D. The Contractor shall remedy any defects or damages in the Work and pay for any damage to other work or property resulting therefrom which shall appear within a period of two (2) years from the date of Final Acceptance of the Work unless a longer period is specified and shall furnish a good and sufficient maintenance bond, complying with the requirements of Article 5.02.B. The City will give notice of observed defects with reasonable promptness. 6.21 Indemnification A. Contractor covenants and agrees to indemnify, hold harmless and defend, at its own expense, the City, its officers, servants and employees, from and against any and all claims arising out of, or alleged to arise out of, the work and services to be performed by the Contractor, its officers, agents, employees, subcontractors, licenses or invitees under this DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 33 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Contract. THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. This indemnity provision is intended to include, without limitation, indemnity for costs, expenses and legal fees incurred by the City in defending against such claims and causes of actions. B. Contractor covenants and agrees to indemnify and hold harmless, at its own expense, the City, its officers, servants and employees, from and against any and all loss, damage or destruction of property of the City, arising out of, or alleged to arise out of, the work and services to be performed by the Contractor, its officers, agents, employees, subcontractors, licensees or invitees under this Contract. THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. 6.22 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor’s responsibilities for construction means, methods, techniques, sequences and procedures. B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, City will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, and Submittals prepared by such professional. Submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to City. C. City shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided City has specified to Contractor performance and design criteria that such services must satisfy. D. Pursuant to this Paragraph 6.22, City’s review and acceptance of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. City’s review and acceptance of Submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.18.C. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 34 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 6.23 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. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 6.24 Nondiscrimination A. The City is responsible for operating Public Transportation Programs and implementing transit- related projects, which are funded in part with Federal financial assistance awarded by the U.S. Department of Transportation and the Federal Transit Administration (FTA), without discriminating against any person in the United States on the basis of race, color, or national origin. B. Title VI, Civil Rights Act of 1964 as amended: Contractor shall comply with the requirements of the Act and the Regulations as further defined in the Supplementary Conditions for any project receiving Federal assistance. ARTICLE 7 – OTHER WORK AT THE SITE 7.01 Related Work at Site A. City may perform other work related to the Project at the Site with City’s employees, or other City contractors, or through other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then written notice thereof will be given to Contractor prior to starting any such other work; and B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner, and City, if City is performing other work with City’s employees or other City contractors, proper and safe access to the Site, provide a reasonable opportunity for the DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 35 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 introduction and storage of materials and equipment and the execution of such other work, and properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others' work with the written consent of City and the others whose work will be affected. C. If the proper execution or results of any part of Contractor’s Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to City in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor’s Work except for latent defects in the work provided by others. 7.02 Coordination A. If City intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplementary Conditions: 1. the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsibilities will be provided. B. Unless otherwise provided in the Supplementary Conditions, City shall have authority for such coordination. ARTICLE 8 – CITY’S RESPONSIBILITIES 8.01 Communications to Contractor Except as otherwise provided in the Supplementary Conditions, City shall issue all communications to Contractor. 8.02 Furnish Data City shall timely furnish the data required under the Contract Documents. 8.03 Pay When Due City shall make payments to Contractor in accordance with Article 14. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 36 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 8.04 Lands and Easements; Reports and Tests City’s duties with respect to providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to City’s identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at or contiguous to the Site that have been utilized by City in preparing the Contract Documents. 8.05 Change Orders City shall execute Change Orders in accordance with Paragraph 10.03. 8.06 Inspections, Tests, and Approvals City’s responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph 13.03. 8.07 Limitations on City’s Responsibilities A. The City shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. City will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents. B. City will notify the Contractor of applicable safety plans pursuant to Paragraph 6.14. 8.08 Undisclosed Hazardous Environmental Condition City’s responsibility with respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 4.06. 8.09 Compliance with Safety Program While at the Site, City’s employees and representatives shall comply with the specific applicable requirements of Contractor’s safety programs of which City has been informed pursuant to Paragraph 6.14. ARTICLE 9 – CITY’S OBSERVATION STATUS DURING CONSTRUCTION 9.01 City’s Project Manager or Duly Authorized Representative City will provide a Project Manager or duly authorized representative during the construction period. The duties and responsibilities and the limitations of authority of City’s Project Manager or duly appointed representative during construction are set forth in the Contract Documents. City’s Project Manager for this Contract is as set forth in the Supplementary Conditions. City will establish a duly authorized representative at the Preconstruction Meeting in accordance with Section 01 31 19. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 37 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 9.02 Visits to Site A. City will make visits to the Site at intervals appropriate to the various stages of construction as City deems necessary in order to observe the progress that has been made and the quality of the various aspects of Contractor’s executed Work. Based on information obtained during such visits and observations, City will determine, in general, if the Work is proceeding in accordance with the Contract Documents. City will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. City’s efforts will be directed toward providing City a greater degree of confidence that the completed Work will conform generally to the Contract Documents. B. City’s visits and observations are subject to all the limitations on authority and responsibility set forth in Paragraph 8.07. Particularly, but without limitation, during or as a result of City’s visits or observations of Contractor’s Work, City will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03 Authorized Variations in Work City’s Project Manager or duly authorized representative may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on City and also on Contractor, who shall perform the Work involved promptly. 9.04 Rejecting Defective Work City will have authority to reject Work which City’s Project Manager or duly authorized representative believes to be defective, or will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. City will have authority to conduct special inspection or testing of the Work as provided in Article 13, whether or not the Work is fabricated, installed, or completed. 9.05 Determinations for Work Performed Contractor will determine the actual quantities and classifications of Work performed. City’s Project Manager or duly authorized representative will review with Contractor the preliminary determinations on such matters before rendering a written recommendation. City’s written decision will be final (except as modified to reflect changed factual conditions or more accurate data). DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 38 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. City will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. B. City will render a written decision on any issue referred. C. City’s written decision on the issue referred will be final and binding on the Contractor, subject to the provisions of Paragraph 10.06. ARTICLE 10 – CHANGES IN THE WORK; CLAIMS; EXTRA WORK 10.01 Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, City may, at any time or from time to time, order Extra Work. Upon notice of such Extra Work, Contractor shall proceed with the Work involved only upon receiving written notice from City. Extra Work will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). Extra Work shall be memorialized by a Change Order which may or may not precede an order of Extra work. B. For minor changes of Work not requiring changes to Contract Time or Contract Price, a Field Order may be issued by the City. 10.02 Unauthorized Changes in the Work Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Time with respect to any work performed that is not required by the Contract Documents as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.17. 10.03 Execution of Change Orders A. City and Contractor shall execute appropriate Change Orders covering: 1. changes in the Work which are: (i) ordered by City pursuant to Paragraph 10.01.A, (ii) required because of acceptance of defective Work under Paragraph 13.08 or City’s correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; 2. changes in the Contract Price or Contract Time which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed. 10.04 Dispute of Extra Work A. Should a difference arise as to what does or does not constitute Extra Work, or as to the payment thereof, and the City insists upon its performance, the Contractor shall proceed with the work after making written request for written orders and shall keep accurate account of the actual DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 39 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 reasonable cost thereof. Contract Claims regarding Extra Work shall be made pursuant to Paragraph 10.06. B. The Contractor shall furnish the City such installation records of all deviations from the original Contract Documents as may be necessary to enable the City to prepare for permanent record a corrected set of plans showing the actual installation. C. The compensation agreed upon for Extra Work whether or not initiated by a Change Order shall be a full, complete and final payment for all costs Contractor incurs as a result or relating to the change or Extra Work, whether said costs are known, unknown, foreseen or unforeseen at that time, including without limitation, any costs for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of the change or Extra Work. 10.05 Notification to Surety If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time), the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted by the Contractor to reflect the effect of any such change. 10.06 Contract Claims Process A. City’s Decision Required: All Contract Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the City for decision. A decision by City shall be required as a condition precedent to any exercise by Contractor of any rights or remedies he may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Contract Claims. B. Notice: 1. Written notice stating the general nature of each Contract Claim shall be delivered by the Contractor to City no later than 15 days after the start of the event giving rise thereto. The responsibility to substantiate a Contract Claim shall rest with the party making the Contract Claim. 2. Notice of the amount or extent of the Contract Claim, with supporting data shall be delivered to the City on or before 45 days from the start of the event giving rise thereto (unless the City allows additional time for Contractor to submit additional or more accurate data in support of such Contract Claim). 3. A Contract Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01. 4. A Contract Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 40 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 5. Each Contract Claim shall be accompanied by Contractor’s written statement that the adjustment claimed is the entire adjustment to which the Contractor believes it is entitled as a result of said event. 6. The City shall submit any response to the Contractor within 30 days after receipt of the claimant’s last submittal (unless Contract allows additional time). C. City’s Action: City will review each Contract Claim and, within 30 days after receipt of the last submittal of the Contractor, if any, take one of the following actions in writing: 1. deny the Contract Claim in whole or in part; 2. approve the Contract Claim; or 3. notify the Contractor that the City is unable to resolve the Contract Claim if, in the City’s sole discretion, it would be inappropriate for the City to do so. For purposes of further resolution of the Contract Claim, such notice shall be deemed a denial. D. City’s written action under Paragraph 10.06.C will be final and binding, unless City or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. E. No Contract Claim for an adjustment in Contract Price or Contract Time will be valid if not submitted in accordance with this Paragraph 10.06. F. If the City fails to take any action pursuant to Paragraph 10.06 (C) the contract Claim is considered to have been denied by the City. ARTICLE 11 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY MEASUREMENT 11.01 Cost of the Work A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.01.B, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work. Such costs shall not include any of the costs itemized in Paragraph 11.01.B, and shall include but not be limited to the following items: 1. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by City and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time on the Work. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include; DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 41 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 a. salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers’ compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of Regular Working Hours, Weekend Working Hours, or legal holidays, shall be included in the above to the extent authorized by City. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers’ field services required in connection therewith. 3. Rentals of all construction equipment and machinery, and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by City, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. 4. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by City, Contractor shall obtain competitive bids from subcontractors acceptable to City and Contractor and shall deliver such bids to City, who will then determine, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor’s Cost of the Work and fee shall be determined in the same manner as Contractor’s Cost of the Work and fee as provided in this Paragraph 11.01. 5. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 6. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor’s employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable not covered under Paragraph 6.11, as imposed by Laws and Regulations. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 42 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 d. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. e. Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work, provided such losses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of City. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor’s fee. f. The cost of utilities, fuel, and sanitary facilities at the Site. g. Minor expenses such as telegrams, long distance telephone calls, telephone and communication services at the Site, express and courier services, and similar petty cash items in connection with the Work. h. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor’s officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor’s principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 11.01.A.1 or specifically covered by Paragraph 11.01.A.4, all of which are to be considered administrative costs covered by the Contractor’s fee. 2. Expenses of Contractor’s principal and branch offices other than Contractor’s office at the Site. 3. Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 43 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 C. Contractor’s Fee: When all the Work is performed on the basis of cost-plus, Contractor’s fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order for an adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor’s fee shall be determined as set forth in Paragraph 12.01.C. D. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.01.A and 11.01.B, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to City an itemized cost breakdown together with supporting data. 11.02 Allowances A. Specified Allowance: It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to City. B. Cash Allowances: 1. Contractor agrees that: a. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b. Contractor’s costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole use of City. D. Prior to final payment, an appropriate Change Order will be issued to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 11.03 Unit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 44 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 City subject to the provisions of Paragraph 9.05. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor’s overhead and profit for each separately identified item. Work described in the Contract Documents, or reasonably inferred as required for a functionally complete installation, but not identified in the listing of unit price items shall be considered incidental to unit price work listed and the cost of incidental work included as part of the unit price. D. City may make an adjustment in the Contract Price in accordance with Paragraph 12.01 if: 1. the quantity of any item of Unit Price Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; and 2. there is no corresponding adjustment with respect to any other item of Work. E. Increased or Decreased Quantities: The City reserves the right to order Extra Work in accordance with Paragraph 10.01. 1. If the changes in quantities or the alterations do not significantly change the character of work under the Contract Documents, the altered work will be paid for at the Contract unit price. 2. If the changes in quantities or alterations significantly change the character of work, the Contract will be amended by a Change Order. 3. If no unit prices exist, this will be considered Extra Work and the Contract will be amended by a Change Order in accordance with Article 12. 4. A significant change in the character of work occurs when: a. the character of work for any Item as altered differs materially in kind or nature from that in the Contract or b. a Major Item of work varies by more than 25% from the original Contract quantity. 5. When the quantity of work to be done under any Major Item of the Contract is more than 125% of the original quantity stated in the Contract, then either party to the Contract may request an adjustment to the unit price on the portion of the work that is above 125%. 6. When the quantity of work to be done under any Major Item of the Contract is less than 75% of the original quantity stated in the Contract, then either party to the Contract may request an adjustment to the unit price. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 45 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 11.04 Plans Quantity Measurement for Unclassified Excavation or Embankment A. Plans quantities may or may not represent the exact quantity of work performed or material moved, handled, or placed during the execution of the Contract. The estimated bid quantities are designated as final payment quantities, unless revised by the governing Section or this Article. B. If the quantity measured as outlined under “Price and Payment Procedures” varies by more than 25% (or as stipulated under “Price and Payment Procedures” for specific Items) from the total estimated quantity for an individual Item originally shown in the Contract Documents, an adjustment may be made to the quantity of authorized work done for payment purposes. The party to the Contract requesting the adjustment will provide field measurements and calculations showing the final quantity for which payment will be made. Payment for revised quantity will be made at the unit price bid for that Item, except as provided for in Article 10. C. When quantities are revised by a change in design approved by the City, by Change Order, or to correct an error, or to correct an error on the plans, the plans quantity will be increased or decreased by the amount involved in the change, and the 25% variance will apply to the new plans quantity. D. If the total Contract quantity multiplied by the unit price bid for an individual Item is less than $250 and the Item is not originally a plans quantity Item, then the Item may be paid as a plans quantity Item if the City and Contractor agree in writing to fix the final quantity as a plans quantity. E. For callout work or non-site specific Contracts, the plans quantity measurement requirements are not applicable. ARTICLE 12 – CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIME 12.01 Change of Contract Price A. The Contract Price may only be changed by a Change Order. B. The value of any Work covered by a Change Order will be determined as follows: 1. where the Work involved is covered by unit prices contained in the Contract Documents, by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or 2. where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum or unit price (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 12.01.C.2), and shall include the cost of any secondary impacts that are foreseeable at the time of pricing the cost of Extra Work; or 3. where the Work involved is not covered by unit prices contained in the Contract Documents DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 46 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 and agreement to a lump sum or unit price is not reached under Paragraph 12.01.B.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor’s fee for overhead and profit (determined as provided in Paragraph 12.01.C). C. Contractor’s Fee: The Contractor’s additional fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 11.01.A.1, 11.01.A.2. and 11.01.A.3, the Contractor’s additional fee shall be 15 percent except for: 1) rental fees for Contractor’s own equipment using standard rental rates; 2) bonds and insurance; b. for costs incurred under Paragraph 11.01.A.4 and 11.01.A.5, the Contractor’s fee shall be five percent (5%); 1) where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 12.01.C.2.a and 12.01.C.2.b is that the Subcontractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.01.A.1 and 11.01.A.2 and that any higher tier Subcontractor and Contractor will each be paid a fee of five percent (5%) of the amount paid to the next lower tier Subcontractor, however in no case shall the cumulative total of fees paid be in excess of 25%; c. no fee shall be payable on the basis of costs itemized under Paragraphs 11.01.A.6, and 11.01.B; d. the amount of credit to be allowed by Contractor to City for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor’s fee by an amount equal to five percent (5%) of such net decrease. 12.02 Change of Contract Time A. The Contract Time may only be changed by a Change Order. B. No extension of the Contract Time will be allowed for Extra Work or for claimed delay unless the Extra Work contemplated or claimed delay is shown to be on the critical path of the Project Schedule or Contractor can show by Critical Path Method analysis how the Extra Work or claimed delay adversely affects the critical path. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 47 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 12.03 Delays A. Where Contractor is reasonably delayed in the performance or completion of any part of the Work within the Contract Time due to delay beyond the control of Contractor, the Contract Time may be extended in an amount equal to the time lost due to such delay if a Contract Claim is made therefor. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by City, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. Such an adjustment shall be Contractor’s sole and exclusive remedy for the delays described in this Paragraph. B. If Contractor is delayed, City shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. C. Contractor shall not be entitled to an adjustment in Contract Price or Contract Time for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. D. The Contractor shall receive no compensation for delays or hindrances to the Work, except when direct and unavoidable extra cost to the Contractor is caused by the failure of the City to provide information or material, if any, which is to be furnished by the City. ARTICLE 13 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects Notice of all defective Work of which City has actual knowledge will be given to Contractor. Defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work City, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor’s safety procedures and programs so that they may comply therewith as applicable. 13.03 Tests and Inspections A. Contractor shall give City timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B. If Contract Documents, Laws or Regulations of any public body having jurisdiction require any DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 48 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 of the Work (or part thereof) to be inspected, tested, or approved, Contractor shall assume full responsibility for arranging and obtaining such independent inspections, tests, retests or approvals, pay all costs in connection therewith, and furnish City the required certificates of inspection or approval; excepting, however, those fees specifically identified in the Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR) inspections, which shall be paid as described in the Supplementary Conditions. C. Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, re-tests, or approvals required for City’s acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor’s purchase thereof for incorporation in the Work. Such inspections, tests, re-tests, or approvals shall be performed by organizations acceptable to City. D. City may arrange for the services of an independent testing laboratory (“Testing Lab”) to perform any inspections or tests (“Testing”) for any part of the Work, as determined solely by City. 1. City will coordinate such Testing to the extent possible, with Contractor; 2. Should any Testing under this Section 13.03 D result in a “fail”, “did not pass” or other similar negative result, the Contractor shall be responsible for paying for any and all retests. Contractor’s cancellation without cause of City initiated Testing shall be deemed a negative result and require a retest. 3. Any amounts owed for any retest under this Section 13.03 D shall be paid directly to the Testing Lab by Contractor. City will forward all invoices for retests to Contractor. 4. If Contractor fails to pay the Testing Lab, City will not issue Final Payment until the Testing Lab is paid. E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of City, Contractor shall, if requested by City, uncover such Work for observation. F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor’s expense. G. Contractor shall have the right to make a Contract Claim regarding any retest or invoice issued under Section 13.03 D. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 49 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 13.04 Uncovering Work A. If any Work is covered contrary to the Contract Documents or specific instructions by the City, it must, if requested by City, be uncovered for City’s observation and replaced at Contractor’s expense. B. If City considers it necessary or advisable that covered Work be observed by City or inspected or tested by others, Contractor, at City’s request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as City may require, that portion of the Work in question, furnishing all necessary labor, material, and equipment. 1. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); or City shall be entitled to accept defective Work in accordance with Paragraph 13.08 in which case Contractor shall still be responsible for all costs associated with exposing, observing, and testing the defective Work. 2. If the uncovered Work is not found to be defective, Contractor shall be allowed an extension of the Contract Time directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. 13.05 City May Stop the Work If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, City may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of City to stop the Work shall not give rise to any duty on the part of City to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of written notice, Contractor shall correct all defective Work pursuant to an acceptable schedule, whether or not fabricated, installed, or completed, or, if the Work has been rejected by City, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, additional testing, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). Failure to require the removal of any defective Work shall not constitute acceptance of such Work. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 50 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair City’s special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within two (2) years after the date of Final Acceptance (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents), any Work is found to be defective, or if the repair of any damages to the land or areas made available for Contractor’s use by City or permitted by Laws and Regulations as contemplated in Paragraph 6.10.A is found to be defective, Contractor shall promptly, without cost to City and in accordance with City’s written instructions: 1. repair such defective land or areas; or 2. correct such defective Work; or 3. if the defective Work has been rejected by City, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of City’s written instructions, or in an emergency where delay would cause serious risk of loss or damage, City may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. C. In special circumstances where a particular item of equipment is placed in continuous service before Final Acceptance of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Contract Documents. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work may be required to be extended for an additional period of one year after the end of the initial correction period. City shall provide 30 days written notice to Contractor should such additional warranty coverage be required. Contractor may dispute this requirement by filing a Contract Claim, pursuant to Paragraph 10.06. E. Contractor’s obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 51 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 13.08 Acceptance of Defective Work If, instead of requiring correction or removal and replacement of defective Work, City prefers to accept it, City may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) attributable to City’s evaluation of and determination to accept such defective Work and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior to Final Acceptance, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. 13.09 City May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from City to correct defective Work, or to remove and replace rejected Work as required by City in accordance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, City may, after seven (7) days written notice to Contractor, correct, or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 13.09, City shall proceed expeditiously. In connection with such corrective or remedial action, City may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, and incorporate in the Work all materials and equipment incorporated in the Work, stored at the Site or for which City has paid Contractor but which are stored elsewhere. Contractor shall allow City, City’s representatives, agents, consultants, employees, and City’s other contractors, access to the Site to enable City to exercise the rights and remedies under this Paragraph. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) incurred or sustained by City in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and City shall be entitled to an appropriate decrease in the Contract Price. D. Contractor shall not be allowed an extension of the Contract Time because of any delay in the performance of the Work attributable to the exercise of City’s rights and remedies under this Paragraph 13.09. ARTICLE 14 – PAYMENTS TO CONTRACTOR AND COMPLETION 14.01 Schedule of Values The Schedule of Values for lump sum contracts established as provided in Paragraph 2.07 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 52 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 acceptable to City. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments A. Applications for Payments: 1. Contractor is responsible for providing all information as required to become a vendor of the City. 2. At least 20 days before the date established in the General Requirements for each progress payment, Contractor shall submit to City for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. 3. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other documentation warranting that City has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate insurance or other arrangements to protect City’s interest therein, all of which must be satisfactory to City. 4. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that previous progress payments received on account of the Work have been applied on account to discharge Contractor’s legitimate obligations associated with prior Applications for Payment. 5. The amount of retainage with respect to progress payments will be as stipulated in the Contract Documents. B. Review of Applications: 1. City will, after receipt of each Application for Payment, either indicate in writing a recommendation of payment or return the Application to Contractor indicating reasons for refusing payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2. City’s processing of any payment requested in an Application for Payment will be based on City’s observations of the executed Work, and on City’s review of the Application for Payment and the accompanying data and schedules, that to the best of City’s knowledge: a. the Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Final Acceptance, DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 53 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 the results of any subsequent tests called for in the Contract Documents, a final determination of quantities and classifications for Work performed under Paragraph 9.05, and any other qualifications stated in the recommendation). 3. Processing any such payment will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to City in the Contract Documents; or b. there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by City or entitle City to withhold payment to Contractor, or c. Contractor has complied with Laws and Regulations applicable to Contractor’s performance of the Work. 4. City may refuse to process the whole or any part of any payment because of subsequently discovered evidence or the results of subsequent inspections or tests, and revise or revoke any such payment previously made, to such extent as may be necessary to protect City from loss because: a. the Work is defective, or the completed Work has been damaged by the Contractor or his subcontractors, requiring correction or replacement; b. discrepancies in quantities contained in previous applications for payment; c. the Contract Price has been reduced by Change Orders; d. City has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or e. City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C. Retainage: 1. For all contracts, retainage shall be five percent (5%). D. Liquidated Damages: For each calendar day that any work shall remain uncompleted after the time specified in the Contract Documents, the sum per day specified in the Agreement, will be deducted from the monies due the Contractor, not as a penalty, but as liquidated damages suffered by the City. E. Payment: Contractor will be paid pursuant to the requirements of this Article 14 and payment will become due in accordance with the Contract Documents. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 54 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 F. Reduction in Payment: 1. City may refuse to make payment of the amount requested because: a. Claims have been made against City on account of Contractor’s performance or furnishing of the Work; b. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to City to secure the satisfaction and discharge of such Liens; c. there are other items entitling City to a set-off against the amount recommended; or d. City has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.4.a through 14.02.B.4.e or Paragraph 15.02.A. 2. If City refuses to make payment of the amount requested, City will give Contractor written notice stating the reasons for such action and pay Contractor any amount remaining after deduction of the amount so withheld. City shall pay Contractor the amount so withheld, or any adjustment thereto agreed to by City and Contractor, when Contractor remedies the reasons for such action. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 55 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 14.03 Contractor’s Warranty of Title Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to City no later than the time of payment free and clear of all Liens. 14.04 Partial Utilization A. Prior to Final Acceptance of all the Work, City may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which City, determines constitutes a separately functioning and usable part of the Work that can be used by City for its intended purpose without significant interference with Contractor’s performance of the remainder of the Work. City at any time may notify Contractor in writing to permit City to use or occupy any such part of the Work which City determines to be ready for its intended use, subject to the following conditions: 1. Contractor at any time may notify City in writing that Contractor considers any such part of the Work ready for its intended use. 2. Within a reasonable time after notification as enumerated in Paragraph 14.05.A.1, City and Contractor shall make an inspection of that part of the Work to determine its status of completion. If City does not consider that part of the Work to be substantially complete, City will notify Contractor in writing giving the reasons therefor. 3. Partial Utilization will not constitute Final Acceptance by City. 14.05 Final Inspection A. Upon written notice from Contractor that the entire Work is complete in accordance with the Contract Documents: 1. City will promptly schedule a Final Inspection with Contractor. 2. City will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. B. City reserves the right to deny request for Final Inspection if City determines that the entire Work is not sufficiently complete to warrant a Final Inspection. 14.06 Final Acceptance Upon completion by Contractor to City’s satisfaction, of any additional Work identified in the Final Inspection, City will issue to Contractor a letter of Final Acceptance. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 56 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 14.07 Final Payment A. Application for Payment: 1. Upon Final Acceptance, and in the opinion of City, Contractor may make an application for final payment following the procedure for progress payments in accordance with the Contract Documents. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 5.03; b. consent of the surety, if any, to final payment; c. a list of all pending or released Damage Claims against City that Contractor believes are unsettled; and d. affidavits of payments and complete and legally effective releases or waivers (satisfactory to City) of all Lien rights arising out of or Liens filed in connection with the Work. B. Payment Becomes Due: 1. After City’s acceptance of the Application for Payment and accompanying documentation, requested by Contractor, less previous payments made and any sum City is entitled, including but not limited to liquidated damages, will become due and payable. 2. After all Damage Claims have been resolved: a. directly by the Contractor or; b. Contractor provides evidence that the Damage Claim has been reported to Contractor’s insurance provider for resolution. 3. The making of the final payment by the City shall not relieve the Contractor of any guarantees or other requirements of the Contract Documents which specifically continue thereafter. 14.08 Final Completion Delayed and Partial Retainage Release A. If final completion of the Work is significantly delayed, and if City so confirms, City may, upon receipt of Contractor’s final Application for Payment, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by City for Work not fully completed or corrected is less than the retainage stipulated in Paragraph 14.02.C, and if bonds have been furnished as required in Paragraph 5.02, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to City with the Application for such payment. Such payment shall be made under the terms and conditions DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 57 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 governing final payment, except that it shall not constitute a waiver of Contract Claims. B. Partial Retainage Release. For a Contract that provides for a separate vegetative establishment and maintenance, and test and performance periods following the completion of all other construction in the Contract Documents for all Work locations, the City may release a portion of the amount retained provided that all other work is completed as determined by the City. Before the release, all submittals and final quantities must be completed and accepted for all other work. An amount sufficient to ensure Contract compliance will be retained. 14.09 Waiver of Claims The acceptance of final payment will constitute a release of the City from all claims or liabilities under the Contract for anything done or furnished or relating to the work under the Contract Documents or any act or neglect of City related to or connected with the Contract. ARTICLE 15 – SUSPENSION OF WORK AND TERMINATION 15.01 City May Suspend Work A. At any time and without cause, City may suspend the Work or any portion thereof by written notice to Contractor and which may fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. During temporary suspension of the Work covered by these Contract Documents, for any reason, the City will make no extra payment for stand-by time of construction equipment and/or construction crews. B. Should the Contractor not be able to complete a portion of the Project due to causes beyond the control of and without the fault or negligence of the Contractor, and should it be determined by mutual consent of the Contractor and City that a solution to allow construction to proceed is not available within a reasonable period of time, Contractor may request an extension in Contract Time, directly attributable to any such suspension. C. If it should become necessary to suspend the Work for an indefinite period, the Contractor shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily nor become damaged in any way, and he shall take every precaution to prevent damage or deterioration of the work performed; he shall provide suitable drainage about the work, and erect temporary structures where necessary. D. Contractor may be reimbursed for the cost of moving his equipment off the job and returning the necessary equipment to the job when it is determined by the City that construction may be resumed. Such reimbursement shall be based on actual cost to the Contractor of moving the equipment and no profit will be allowed. Reimbursement may not be allowed if the equipment is moved to another construction project for the City. 15.02 City May Terminate for Cause A. The occurrence of any one or more of the following events by way of example, but not of DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 58 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 limitation, may justify termination for cause: 1. Contractor’s persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment, failure to adhere to the Project Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04. 2. Contractor’s disregard of Laws or Regulations of any public body having jurisdiction; 3. Contractor’s repeated disregard of the authority of City; or 4. Contractor’s violation in any substantial way of any provisions of the Contract Documents; or 5. Contractor’s failure to promptly make good any defect in materials or workmanship, or defects of any nature, the correction of which has been directed in writing by the City; or 6. Substantial indication that the Contractor has made an unauthorized assignment of the Contract or any funds due therefrom for the benefit of any creditor or for any other purpose; or 7. Substantial evidence that the Contractor has become insolvent or bankrupt, or otherwise financially unable to carry on the Work satisfactorily; or 8. Contractor commences legal action in a court of competent jurisdiction against the City. B. If one or more of the events identified in Paragraph 15.02A. occur, City will provide written notice to Contractor and Surety to arrange a conference with Contractor and Surety to address Contractor's failure to perform the Work. Conference shall be held not later than 15 days, after receipt of notice. 1. If the City, the Contractor, and the Surety do not agree to allow the Contractor to proceed to perform the construction Contract, the City may, to the extent permitted by Laws and Regulations, declare a Contractor default and formally terminate the Contractor's right to complete the Contract. Contractor default shall not be declared earlier than 20 days after the Contractor and Surety have received notice of conference to address Contractor's failure to perform the Work. 2. If Contractor's services are terminated, Surety shall be obligated to take over and perform the Work. If Surety does not commence performance thereof within 15 consecutive calendar days after date of an additional written notice demanding Surety's performance of its obligations, then City, without process or action at law, may take over any portion of the Work and complete it as described below. a. If City completes the Work, City may exclude Contractor and Surety from the site and take possession of the Work, and all materials and equipment incorporated into the DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 59 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Work stored at the Site or for which City has paid Contractor or Surety but which are stored elsewhere, and finish the Work as City may deem expedient. 3. Whether City or Surety completes the Work, Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds all claims, costs, losses and damages sustained by City arising out of or resulting from completing the Work, such excess will be paid to Contractor. If such claims, costs, losses and damages exceed such unpaid balance, Contractor shall pay the difference to City. Such claims, costs, losses and damages incurred by City will be incorporated in a Change Order, provided that when exercising any rights or remedies under this Paragraph, City shall not be required to obtain the lowest price for the Work performed. 4. Neither City, nor any of its respective consultants, agents, officers, directors or employees shall be in any way liable or accountable to Contractor or Surety for the method by which the completion of the said Work, or any portion thereof, may be accomplished or for the price paid therefor. 5. City, notwithstanding the method used in completing the Contract, shall not forfeit the right to recover damages from Contractor or Surety for Contractor's failure to timely complete the entire Contract. Contractor shall not be entitled to any claim on account of the method used by City in completing the Contract. 6. Maintenance of the Work shall continue to be Contractor's and Surety's responsibilities as provided for in the bond requirements of the Contract Documents or any special guarantees provided for under the Contract Documents or any other obligations otherwise prescribed by law. C. Notwithstanding Paragraphs 15.02.B, Contractor’s services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. D. Where Contractor’s services have been so terminated by City, the termination will not affect any rights or remedies of City against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due Contractor by City will not release Contractor from liability. E. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 5.02, the termination procedures of that bond shall not supersede the provisions of this Article. 15.03 City May Terminate For Convenience A. City may, without cause and without prejudice to any other right or remedy of City, terminate the Contract. Any termination shall be effected by mailing a notice of the termination to the DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 60 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Contractor specifying the extent to which performance of Work under the contract is terminated, and the date upon which such termination becomes effective. Receipt of the notice shall be deemed conclusively presumed and established when the letter is placed in the United States Postal Service Mail by the City. Further, it shall be deemed conclusively presumed and established that such termination is made with just cause as therein stated; and no proof in any claim, demand or suit shall be required of the City regarding such discretionary action. B. After receipt of a notice of termination, and except as otherwise directed by the City, the Contractor shall: 1. Stop work under the Contract on the date and to the extent specified in the notice of termination; 2. place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the Work under the Contract as is not terminated; 3. terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by notice of termination; 4. transfer title to the City and deliver in the manner, at the times, and to the extent, if any, directed by the City: a. the fabricated or unfabricated parts, Work in progress, completed Work, supplies and other material produced as a part of, or acquired in connection with the performance of, the Work terminated by the notice of the termination; and b. the completed, or partially completed plans, drawings, information and other property which, if the Contract had been completed, would have been required to be furnished to the City. 5. complete performance of such Work as shall not have been terminated by the notice of termination; and 6. take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to its contract which is in the possession of the Contractor and in which the owner has or may acquire the rest. C. At a time not later than 30 days after the termination date specified in the notice of termination, the Contractor may submit to the City a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by City. D. Not later than 15 days thereafter, the City shall accept title to such items provided, that the list DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 61 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 submitted shall be subject to verification by the City upon removal of the items or, if the items are stored, within 45 days from the date of submission of the list, and any necessary adjustments to correct the list as submitted, shall be made prior to final settlement. E. Not later than 60 days after the notice of termination, the Contractor shall submit his termination claim to the City in the form and with the certification prescribed by the City. Unless an extension is made in writing within such 60 day period by the Contractor, and granted by the City, any and all such claims shall be conclusively deemed waived. F. In such case, Contractor shall be paid for (without duplication of any items): 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; and 3. reasonable expenses directly attributable to termination. G. In the event of the failure of the Contractor and City to agree upon the whole amount to be paid to the Contractor by reason of the termination of the Work, the City shall determine, on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amounts determined. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. ARTICLE 16 – DISPUTE RESOLUTION 16.01 Methods and Procedures A. Either City or Contractor may request mediation of any Contract Claim submitted for a decision under Paragraph 10.06 before such decision becomes final and binding. The request for mediation shall be submitted to the other party to the Contract. Timely submission of the request shall stay the effect of Paragraph 10.06.E. B. City and Contractor shall participate in the mediation process in good faith. The process shall be commenced within 60 days of filing of the request. C. If the Contract Claim is not resolved by mediation, City’s action under Paragraph 10.06.C or a denial pursuant to Paragraphs 10.06.C.3 or 10.06.D shall become final and binding 30 days after termination of the mediation unless, within that time period, City or Contractor: 1. elects in writing to invoke any other dispute resolution process provided for in the DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 62 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Supplementary Conditions; or 2. agrees with the other party to submit the Contract Claim to another dispute resolution process; or 3. gives written notice to the other party of the intent to submit the Contract Claim to a court of competent jurisdiction. ARTICLE 17 – MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended; or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 3. delivered by electronic means to or from the Project Manager. B. Business address changes must be promptly made in writing to the other party. C. Whenever the Contract Documents specifies giving notice by electronic means such electronic notice shall be deemed sufficient upon confirmation of receipt by the receiving party. 17.02 Computation of Times When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday the next Working Day shall become the last day of the period. 17.03 Cumulative Remedies The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 72 00 - 1 GENERAL CONDITIONS Page 63 of 63 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 17.04 Survival of Obligations All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 17.05 Headings Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 73 00 - 1 SUPPLEMENTARY CONDITIONS Page 1 of 5 CITY OF DENTON [Insert Bid Number] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Garver Project No. 18088080 Revised September 20, 2018 SECTION 00 73 00 1 SUPPLEMENTARY CONDITIONS 2 TO 3 GENERAL CONDITIONS 4 5 Supplementary Conditions 6 7 These Supplementary Conditions modify and supplement Section 00 72 00 - General Conditions, and other 8 provisions of the Contract Documents as indicated below. All provisions of the General Conditions that are 9 modified or supplemented remain in full force and effect as so modified or supplemented. All provisions 10 of the General Conditions which are not so modified or supplemented remain in full force and effect. 11 12 Defined Terms 13 14 The terms used in these Supplementary Conditions which are defined in the General Conditions have the 15 meaning assigned to them in the General Conditions, unless specifically noted herein. 16 17 Modifications and Supplements 18 19 The following are instructions that modify or supplement specific paragraphs in the General Conditions and 20 other Contract Documents. 21 22 SC-4.01A 23 24 Easement limits shown on the Drawing are approximate and were provided to establish a basis for bidding. 25 Upon receiving the final easements descriptions, Contractor shall compare them to the lines shown on the 26 Contract Drawings. 27 28 31 SC-4.02A., “Subsurface and Physical Conditions” 32 33 The following are reports of explorations and tests of subsurface conditions at the site of the Work: 34 35 A Geotechnical Report, dated March 15, 2019, prepared by ETTL Engineers and Consultants Inc., a sub-36 consultant of Garver, a consultant of the City, providing additional information on subsurface conditions 37 and structural foundation recommendations. 38 39 40 SC-4.06A., “Hazardous Environmental Conditions at Site” 41 42 The following are reports and drawings of existing hazardous environmental conditions known to the City: 43 44 None 45 46 SC-5.03A., “Certificates of Insurance” 47 48 The entities listed below are "additional insureds as their interest may appear" including their respective 49 officers, directors, agents and employees. 50 51 (1) City 52 (2) Consultant: Garver, LLC 53 54 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 73 00 - 2 SUPPLEMENTARY CONDITIONS Page 2 of 5 CITY OF DENTON [Insert Bid Number] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Garver Project No. 18088080 Revised September 20, 2018 (3) Other: None1 2 3 4 5 SC-5.04A., “Contractor’s Insurance” 6 7 The limits of liability for the insurance required by Paragraph GC-5.04 shall provide the following 8 coverages for not less than the following amounts or greater where required by laws and regulations: 9 10 5.04A. Workers' Compensation, under Paragraph GC-5.04A. 11 12 Statutory limits 13 Employer's liability 14 $100,000 each accident/occurrence 15 $100,000 Disease - each employee 16 $500,000 Disease - policy limit 17 18 SC-5.04B., “Contractor’s Insurance” 19 20 5.04B. Commercial General Liability, under Paragraph GC-5.04B. Contractor's Liability Insurance 21 under Paragraph GC-5.04B., which shall be on a per project basis covering the Contractor with 22 minimum limits of: 23 24 $1,000,000 each occurrence 25 $2,000,000 aggregate limit 26 27 The policy must have an endorsement (Amendment – Aggregate Limits of Insurance) making the 28 General Aggregate Limits apply separately to each job site. 29 30 The Commercial General Liability Insurance policies shall provide “X”, “C”, and “U” coverage’s. 31 Verification of such coverage must be shown in the Remarks Article of the Certificate of Insurance. 32 33 SC 5.04C., “Contractor’s Insurance” 34 5.04C. Automobile Liability, under Paragraph GC-5.04C. Contractor’s Liability Insurance under 35 Paragraph GC-5.04C., which shall be in an amount not less than the following amounts: 36 37 (1) Automobile Liability - a commercial business policy shall provide coverage on "Any Auto", 38 defined as autos owned, hired and non-owned. 39 40 $1,000,000 each accident on a combined single limit basis. Split limits are acceptable if limits are at 41 least: 42 43 $250,000 Bodily Injury per person / 44 $500,000 Bodily Injury per accident / 45 $100,000 Property Damage 46 47 48 SC-6.09., “Permits and Utilities” 49 50 SC-6.09A., “Contractor obtained permits and licenses” 51 The following are known permits and/or licenses required by the Contract to be acquired by the Contractor: 52 53 1. %XLOGLQJ3HUPLWIURP&LW\RI'HQWRQ'HYHORSPHQW6HUYLFHVIRUQHZ'HZDWHULQJ%XLOGLQJ 54 55 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 73 00 - 3 SUPPLEMENTARY CONDITIONS Page 3 of 5 CITY OF DENTON [Insert Bid Number] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Garver Project No. 18088080 Revised September 20, 2018 1 SC-6.09B. “City obtained permits and licenses” 2 The following are known permits and/or licenses required by the Contract to be acquired by the City: 3 4 None 4 3. <List all known permits or licenses that are being provided by the City to TxDOT> 5 4. <List all known permits or licenses that are being provided by the City to USACE> 6 5. <List all known permits or licenses that are being provided by the City to TCEQ> 7 6. <List all known permits or licenses that are being provided by the City to Railroad> 8 9 SC-6.09C. “Outstanding permits and licenses” 10 11 The following is a list of known outstanding permits and/or licenses to be acquired, if any as of [Month 12 Day, Year this document was prepared]: 13 14 Outstanding Permits and/or Licenses to Be Acquired 15 OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE OF POSSESSION None 16 <Insert the following if Federal assistance is provided for in this Contract> 17 SC-6.24B., “Title VI, Civil Rights Act of 1964 as amended” 18 19 During the performance of this Contract, the Contractor, for itself, its assignees and successors in interest 20 (hereinafter referred to as the "Contractor") agrees as follows: 21 22 1. Compliance with Regulations: The Contractor shall comply with the Regulation relative to 23 nondiscrimination in Federally-assisted programs of the Department of Transportation (hereinafter, 24 “DOT”) Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, 25 (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part 26 of this contract. 27 28 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, shall 29 not discriminate on the grounds of race, color, or national origin, in the selection and retention of 30 subcontractors, including procurements of materials and leases of equipment. The Contractor shall not 31 participate either directly or indirectly in the discrimination prohibited by 49 CFR, section 21.5 of the 32 Regulations, including employment practices when the contract covers a program set forth in 33 Appendix B of the Regulations. 34 35 3. Solicitations for Subcontractors, Including Procurements of Materials and Equipment: In all 36 solicitations either by competitive bidding or negotiation made by the contractor for work to be 37 performed under a subcontract, including procurements of materials or leases of equipment, each 38 potential subcontactor or supplier shall be notified by the Contractor of the Contractor's obligations 39 under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or 40 national origin. 41 42 4. Information and Reports: The Contractor shall provide all information and reports required by the 43 Regulations or directives issued pursuant thereto, and shall permit access to its books, records, 44 accounts, other sources of information and its facilities as may be determined by City or the Texas 45 Department of Transportation to be pertinent to ascertain compliance with such Regulations, orders 46 and instructions. Where any information required of a contractor is in the exclusive possession of 47 another who fails or refuses to furnish this information the contractor shall so certify to the City, or the 48 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 73 00 - 4 SUPPLEMENTARY CONDITIONS Page 4 of 5 CITY OF DENTON [Insert Bid Number] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Garver Project No. 18088080 Revised September 20, 2018 Texas Department of Transportation, as appropriate, and shall set forth what efforts it has made to 1 obtain the information. 2 3 5. Sanctions for Noncompliance: In the event of the Contractor's noncompliance with the 4 nondiscrimination provisions of this Contract, City shall impose such contract sanctions as it or the 5 Texas Department of Transportation may determine to be appropriate, including, but not limited to: 6 7 a. withholding of payments to the Contractor under the Contract until the Contractor 8 complies, and/or 9 b. cancellation, termination or suspension of the Contract, in whole or in part. 10 11 6. Incorporation of Provisions: The Contractor shall include the provisions of paragraphs (1) through 12 (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt 13 by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with 14 respect to any subcontract or procurement as City or the Texas Department of Transportation may 15 direct as a means of enforcing such provisions including sanctions for non-compliance: Provided, 16 however, that, in the event a contractor becomes involved in, or is threatened with, litigation with a 17 subcontractor or supplier as a result of such direction, the contractor may request City to enter into 18 such litigation to protect the interests of City, and, in addition, the contractor may request the United 19 States to enter into such litigation to protect the interests of the United States. 20 21 Additional Title VI requirements can be found in the Appendix. 22 23 SC-7.02., “Coordination” 24 25 The individuals or entities listed below have contracts with the City for the performance of other work at 26 the Site: 27 28 Vendor Scope of Work Coordination Authority Freese and Nichols Phase II Major Maintenance Improvements CITY 29 30 SC-9.01., “City’s Project Manager” 31 32 The City’s Project Manager for this Contract is Mamun Yusuf , or his/her successor pursuant to written 33 notification from the City Engineer. 34 35 SC-13.03C., “Tests and Inspections” 36 37 None 38 39 SC-16.01C.1, “Methods and Procedures” 40 41 None 42 END OF SECTION Revision Log DATE NAME SUMMARY OF CHANGE DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 00 73 00 - 5 SUPPLEMENTARY CONDITIONS Page 5 of 5 CITY OF DENTON [Insert Bid Number] STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Garver Project No. 18088080 Revised September 20, 2018 4/3/2019 Garver Removed sections SC 4.01A.1 – 2, 5.04D, 8.01 4/3/2019 Garver Updated SC 4.02A, 4.06A, 7.02, 13.03C, 16.01C.1 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 DIVISION 01 GENERAL REQUIREMENTS DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 Project No. 18088080 1 Section 01 11 00 Lake Lewisville WTP Dewatering Improvements Summary of Work SECTION 01 11 00 - SUMMARY OF WORK PART 1 - GENERAL 1.1 SUMMARY A. Section includes description and requirements of: 1. Work covered by Contract Documents. 2. Activities of others within Project area. 3. Coordination of Work required by Contractor. 4. Provisions for future Work. B. Work covered by Contract Documents: The completed Work will provide Owner with various water treatment plant improvements. More specifically, the Project includes, but is not limited to, construction of the following: 1. Washwater Equalization Basin pump system improvements 2. Gravity Thickener. a) Piping from the existing equalization basin to the gravity thickener 3. Positive displacement pump station for conveyance of thickened solids. 4. New dewatering building. a) Two belt filter presses b) Feed equipment c) Liquid polymer feed system d) Extension of plant water system e) Conveyance equipment to transfer solids from the belt filter press discharge to dumpster f) HVAC and plumbing 5. Washwater Recovery Basin Pumping System Improvements 6. Roadway access improvements for dewatered solids transport trucks from discharge of conveyor. 7. Evaluation of automation including flow meters, mass meters, and automated valving and controls. 8. Power and signal integration into SCADA for applicable equipment. 9. Additional security measures such as fencing around new dewatering facility, key card entry for dewatering building, and cameras inside the dewatering building. 10. Construction sequencing for installation and integration of new equipment into existing dewatering scheme. 11. Geotechnical services necessary for gravity thickener and dewatering building. C. Except as Specifically Noted Otherwise, Provide and Pay For: 1. Insurance and bonds. 2. Labor, materials, and equipment. 3. Tools, equipment, and machinery required for construction. 4. Utilities required for construction. 5. Temporary facilities including sheeting and shoring. 6. Traffic control and dust control measures. 7. Other facilities and services necessary for proper execution and completion of the Work. D. Secure and pay for all permits including all City permits, OSHA excavation permits, Department of Transportation permits, Stormwater General Permit for Construction Activities from TCEQ, and any other government fees and licenses. 1. It is the Contractor’s responsibility to maintain the required controls and record keeping to comply with the SWPPP and associated stormwater permit. E. Comply with codes, ordinances, regulations, orders, and other legal requirements of public authorities having bearing on the performance of the Work. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 Project No. 18088080 2 Section 01 11 00 Lake Lewisville WTP Dewatering Improvements Summary of Work 1.2 ACTIVITIES BY OTHERS A. OWNER, utilities, and others may perform activities within Project area while the Work is in progress. 1. Schedule the Work with OWNER, utilities, and others to minimize mutual interference. B. Cooperate with Others to Minimize Interference and Delays. 1. When cooperation fails, submit recommendations and perform Work in coordination with work of others as directed. C. Other ON-Going and Potential Projects that parallel the schedule of this project: 1. Administration building south of proposed dewatering building. 1.3 COORDINATION OF WORK A. Maintain overall coordination of the Work. B. Obtain construction schedules from each subcontractor, and require each subcontractor to maintain schedules and coordinate modifications. C. Alternates: Alternates, if included, are specified in detail in the Bid Form and only those alternates that were selected by the Owner, as evidenced in the Agreement, are made a part of this Contract. 1.4 PROVISIONS FOR FUTURE WORK A. Provisions for future construction are as shown. 1.5 LOCATION OF WORK A. The Project is located generally at the Denton Water Treatment Plant and adjoining properties located at 1701 Spencer Road, Denton, TX 76205. 1.6 OWNER FURNISHED EQUIPMENT A. For this project’s delivery, the Owner shall not be providing and/or delivering any associated equipment. 1.7 EARLY OCCUANCY OF PORTIONS OF WORK A. Substantially Complete all portions of Work for OWNER’s occupancy including specified testing, training of OWNER’s personnel, and other preparations necessary for OWNER’s occupancy or use, by the number of calendar days specified for Substantial Completion herein and within the Agreement: B. Certificates of Substantial Completion will be executed for each designated portion of Work prior to OWNER occupancy. 1. Such certificate of Substantial Completion will describe the portion of the Work to be occupied by OWNER, items that may be incomplete or defective, date of occupancy by OWNER, and other information required by OWNER and CONTRACTOR. C. After OWNER occupancy, allow access for OWNER’s personnel, access for others authorized by OWNER, and OWNER operation of equipment and systems. DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 Project No. 18088080 3 Section 01 11 00 Lake Lewisville WTP Dewatering Improvements Summary of Work D. Following Occupancy, OWNER will: 1. Provide power to operate equipment and systems. 2. Repair damage caused by OWNER’s occupancy. PART 2 - PRODUCTS (NOT USED) PART 3 - EXECUTION (NOT USED) END OF SECTION DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 ID Task NameDuration StartFinish1Notice to Proceed0 daysThu 8/23/18Thu 8/23/182Task 1: Data Review and Preparation for Kickoff Meeting33 daysThu 8/23/18Tue 9/25/1813Task 2 : Preliminary Design50 daysTue 9/25/18Wed 11/14/1814Preliminary Design Submittal0 daysWed 11/14/18Wed 11/14/1815Client Review 14 daysWed 11/14/18Wed 11/28/1816Preliminary Design Workshop0 daysWed 11/28/18Wed 11/28/1817Task 3: 60% Design 93 daysWed 11/28/18Fri 3/1/191860% Design82 daysWed 11/28/18Mon 2/18/191960% Design Submittal0 daysMon 2/18/19Mon 2/18/1920Client Review 11 daysMon 2/18/19Fri 3/1/192160% Design Workshop0 daysFri 3/1/19Fri 3/1/1922Task 4: 90% Design46 daysFri 3/1/19Tue 4/16/192390% Design 33 daysFri 3/1/19Wed 4/3/192490% Design Submittal 0 daysWed 4/3/19Wed 4/3/1925Client Review 13 daysWed 4/3/19Tue 4/16/192690% Design Workshop0 daysTue 4/16/19Tue 4/16/1927Task 5: 100% Design34 daysTue 4/16/19Mon 5/20/1928Final Design34 daysTue 4/16/19Mon 5/20/1929100% Design Submittal0 daysMon 5/20/19Mon 5/20/1930Bidding Phase98 daysMon 5/20/19Mon 8/26/1931Advertisement, Award,and NTP98 daysMon 5/20/19Mon 8/26/1932Contractor NTP0 daysMon 8/26/19Mon 8/26/1933Construction Phase365 daysMon 8/26/19Tue 8/25/2034Construction365 daysMon 8/26/19Tue 8/25/2035Anticipated Completion0 daysTue 8/25/20Tue 8/25/208/2311/1411/282/183/14/34/165/208/268/25ASONDJFMAMJJASONDJFMAMJJASHalf 2, 2018Half 1, 2019Half 2, 2019Half 1, 2020Half 2, 2020TaskSplitMilestoneSummaryProject SummaryInactive TaskInactive MilestoneInactive SummaryManual TaskDuration-onlyManual Summary RollupManual SummaryStart-onlyFinish-onlyExternal TasksExternal MilestoneDeadlineProgressManual ProgressPage 1LLWTP DEWATERINGIMPROVEMENTS -SCHEDULEDocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 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 relat ionship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 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 s ection is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date 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 gov ernment 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 DocuSign Envelope ID: 09BBAE8C-8017-4F37-9EC8-F7803D376BC0 Archer Western Construction, LLC A None X N/A 8/9/2019 X X X Certificate Of Completion Envelope Id: 09BBAE8C80174F379EC8F7803D376BC0 Status: Sent Subject: Please DocuSign: City Council Contract 7096 LLWTP Dewatering Improvements Source Envelope: Document Pages: 102 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Monisa Rogers AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Monisa.Rogers@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 8/7/2019 10:51:24 AM Holder: Monisa Rogers Monisa.Rogers@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Monisa Rogers monisa.rogers@cityofdenton.com Senior Buyer City Of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 8/7/2019 11:04:46 AM Viewed: 8/7/2019 11:05:29 AM Signed: 8/7/2019 11:12:47 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/7/2019 11:12:51 AM Viewed: 8/7/2019 3:30:15 PM Signed: 8/7/2019 3:43:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/7/2019 3:43:33 PM Viewed: 8/7/2019 4:11:49 PM Signed: 8/7/2019 4:27:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Daniel P. Walsh dpwalsh@walshgroup.com President The Walsh Group Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 104.207.193.98 Sent: 8/7/2019 4:27:04 PM Resent: 8/9/2019 10:36:51 AM Resent: 8/9/2019 12:38:42 PM Viewed: 8/9/2019 11:22:32 AM Signed: 8/9/2019 1:55:26 PM Electronic Record and Signature Disclosure: Accepted: 8/9/2019 11:22:32 AM ID: 420f2f0f-ff56-4257-8bd7-544fb0ce7859 Signer Events Signature Timestamp Frank Pugsley frank.pugsley@cityofdenton.com Water Utilities Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/9/2019 1:55:30 PM Viewed: 8/9/2019 2:42:45 PM Signed: 8/9/2019 2:43:24 PM Electronic Record and Signature Disclosure: Accepted: 8/9/2019 2:42:45 PM ID: 90a5d323-5872-4613-850f-18346dc37001 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/9/2019 2:43:27 PM 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 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/7/2019 11:12:51 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 8/7/2019 11:12:51 AM Carbon Copy Events Status Timestamp 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 Mamun Yusuf mamun.yusuf@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Terri Keckler tkeckler@walshgroup.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/9/2019 2:43:27 PM Payment Events Status Timestamps 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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Water UtilitiesLake Lewisville Water Treatment Plant Dewatering facility AUGUST 26, 2019 ‐PUB19‐1591 Project Description•In the past, the Lake Lewisville Water Treatment Plant (LLWTP) disposed of solids by discharging to the Pecan Creek Water Reclamation Facility (PCWRF)•These materials began to cause treatment problems, due in part to the new treatment processes for phosphorus removal•The LLWTP solids discharge was discontinued in 2017, and were diverted to a large pond on the plant property that was designed for solids handling. The pond drains to the PCWRF, which allowed the solids to settle in the pond•The pond has limited capacity, and study was conducted in 2018 to determine the most economically feasible way to dewater plant solids•The study indicated that a combination of belt filter presses and gravity thickeners was the best solution•Bids were sent to 430 prospective supplies. Two bids meeting specifications were received, with Archer Western Construction, LLC being the lowest.AUGUST 26, 2019 ‐PUB19‐1592 Invitation for Bids results•An invitation for bids was sent to 430 prospective suppliers. •Two bids meeting specifications were received, with Archer Western Construction, LLC being the lowest.•Staff recommends awarding a contract with Archer Western Construction in the not to exceed amount of $8,124,640.AUGUST 26, 2019 ‐PUB19‐1593 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2030,Version:1 AGENDA CAPTION Consider nominations and appointments to the Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board (Downtown TIRZ), including appointment of a chairperson. City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET CITY COUNCIL DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: September 10, 2019 SUBJECT Consider nominations and appointments to the Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board (Downtown TIRZ), including appointment of a chairperson. BACKGROUND Under Ordinance No. 2010-316, which establishes the Downtown TIRZ and its Board of Directors, Board membership shall consists of the following categories: 1. Two Members shall be City Council Members. 2. Two Members shall be either property owners of property located within the Downtown TIRZ or residents whose primary residence is located within the Downtown TIRZ. 3. Two Members shall be either business owners of business located within the Downtown TIRZ or a member of the Denton Chamber of Commerce Board of Directors. 4. One Member shall be a qualified voter in the City of Denton. The current Board consists of Council Members Hudspeth and Meltzer (Category 1), Melissa Lenaburg and Alex Payne (Category 2), Ben Esely and John Lenz (Category 3), and Ken Gold (Categor y 4). Four positions are currently up for appointment and the current Board Members are eligible to be reappointed. Those Members are: Council Member Gerard Hudspeth, Alex Payne, John Lenz, and Melissa Lenaburg. All Members have expressed an interest in serving another term, if it pleases the City Council. As specified by Texas Tax Code, Chapter 311, the Chairperson is appointed by City Council. At this time, Melissa Lenaburg is the Chairperson; she is willing to serve in that capacity again, if it pleases the City Council. RECOMMENDATION Staff recommends reappointment of Council Member Hudspeth, Alex Payne, John Lenz, and Melissa Lenaburg to the Downtown TIRZ No. 1 Board. EXHIBITS 1. Agenda Information Sheet City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Respectfully submitted: Jessica Rogers Director of Economic Development Prepared by: Julie Glover Economic Development Program Administrator City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2060,Version:1 AGENDA CAPTION Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Airport Advisory Board. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: September 10, 2019 SUBJECT Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Airport Advisory Board. BACKGROUND On June 16, 2019, the 2019 Boards & Commissions Screening & Appointment Process was presented and discussed with the City Council. This item is the first step in appointing members for 2019 under the new process. Exhibit 2 includes those seats for the above-noted Boards, Commissions, and Committees for whom nominations have been received, nominees fully vetted and found to meet all necessary qualifications to serve on the respective board/commission/committee. As previously discussed, only those nominees who have been fully vetted and qualified will be presented for appointment. This is not a complete listing of nominees received to date as the vetting is still in progress for some or (re)nominations have not been received. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Nominations Sheet Respectfully submitted: Rosa Rios City Secretary City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM MEMBER FIRST NAME MEMBER LAST NAME PRESENT TERM NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Airport Advisory Board 2 Briggs Robert Ismert 2017-2019 September 1, 2019 through August 30, 2021 Reappointment BOARDS & COMMISSIONS - NOMINATIONS LIST SEPTEMBER 10, 2019 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2069,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas authorizing the expenditure of funds for the payment of wholesale transmission charges in the total amount of $1,884,599.05 to Cross Texas Transmission for $107,104.68, Electric Transmission Texas, LLC for $400,935.39, Lone Star Transmission for $132,410.26, Lower Colorado River Authority for $634,435.18, Wind Energy Transmission Texas for $93,796.66, ONCOR - NTU for $515,916.88 and, providing an effective date. City of Denton Printed on 9/4/2019Page 1 of 1 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric CFO: Antonio Puente, Jr. DATE: September 10, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the expenditure of funds for the payment of wholesale transmission charges in the total amount of $1,884,599.05 to Cross Texas Transmission for $107,104.68, Electric Transmission Texas, LLC for $400,935.39, Lone Star Transmission for $132,410.26, Lower Colorado River Authority for $634,435.18, Wind Energy Transmission Texas for $93,796.66, ONCOR – NTU for $515,916.88 and, providing an effective date. BACKGROUND The Texas Public Utility Regulatory Act requires that each Transmission Service Provider (TSP) file a tariff for transmission service with the Public Utility Commission of Texas (PUCT) in order to get such tariff approved. The tariff applies to all Distribution Service Providers (DSP). As a DSP under 16 TAC § 25.5(33), Denton Municipal Electric (DME) is obligated to compensate TSPs for their transmission cost of service based on DME’s pro-rata share of the total ERCOT electric load. Other Distribution Service Providers are similarly obligated to compensate DME for their respective share of DME’s transmission costs as a Transmission Service Provider. Approval of this item will authorize the issuance of purchase orders to each of the following entities to reimburse them for DME’s share of their transmission costs, as per the state law referenced in the above paragraph, less the amount that each entity owes DME for DME’s transmission costs (i.e. these are net amounts). This is being brought forward to the City Council for transparency/accountability since these net payments exceed $50,000 each. In prior years, budgeted TCOS payments, have been made administratively since they are statutorily mandated payments and amounts. A number of smaller net TCOS bills (i.e. less than $50,000) are being concurrently paid under standard City payment authority. Cross Texas Transmission $107,104.68 Electric Transmission Texas, LLC. $400,935.39 Lone Star Transmission $132,410.26 Lower Colorado River Authority $634,435.18 Wind Energy Transmission Texas $ 93,796.66 ONCOR - NTU $515,916.88 It should be noted that the TCOS payment process overseen by the PUCT is iterative and that these initial billing amounts may be trued-up later by the PUCT. At that time, minor adjustments to the issued Purchase Order amounts could be necessary and will be handled administratively by the Finance Department. OPTIONS These payments are mandated by the Texas Public Utility Regulatory Act and the Public Utility Commission of Texas. RECOMMENDATION DME recommends approval of payment of PUCT approved transmission charges to each of the six transmission entities in the total amount $1,884,599.05. FISCAL INFORMATION Funds to meet these regulatory fee obligations were budgeted in 2018-2019 budget account 600100.6072.5650A. EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Exhibit 3 Respectfully submitted: Antonio Puente, Jr. Interim General Manager-Denton Municipal Electric Prepared by: Mary Dickinson Business Manager Exhibit 3 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2073,Version:1 AGENDA CAPTION 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 Sun Coast Resources,Inc.,for the supply of corrosion inhibitor and monopropylene glycol cooling water additives for Denton Energy Center;providing for the expenditure of funds therefor;and providing an effective date (IFB 7065 -awarded to Sun Coast Resources,Inc.,in the three (3) year not-to-exceed amount of $87,045). City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 10, 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 Sun Coast Resources, Inc., for the supply of corrosion inhibitor and monopropylene glycol cooling water additives for Denton Energy Center; providing for the expenditure of funds therefor; and providing an effective date (IFB 7065 - awarded to Sun Coast Resources, Inc., in the three (3) year not-to-exceed amount of $87,045). IFB INFORMATION /BACKGROUND The Denton Energy Center (DEC) was an approved CIP project for DME that reached commercial operation in June 2018. The DEC’s 12 Wärtsilä engines require the continuous use of cooling water. The coolant system is of the closed-loop type and has a total volume of 42,950 gallons with each engine holding approximately 3,580 gallons of coolant. The coolant used is a mixture of water, glycol and corrosion inhibitors. Glycol is used to protect the system from freezing, and the corrosion inhibitor is to protect the internal cooling spaces and components from corrosion. The coolant is primarily used to cool the engines; with a secondary function to provide offline heating to the engine. This secondary function maintains the equipment at the minimum operating temperature, enabling the unit to be dispatched and fully loaded in less than five minutes. During normal operation, the engines consume a small quantity of coolant and this contract for corrosion inhibitor and glycol will be utilized by the operations and maintenance staff to keep the engine coolant properties at optimum operating levels. Wärtsilä has a list of 14 validated engine corrosion inhibitors, of which three (3) are readily available in the United States. The use of validated coolant additives is required to maintain the manufacturer’s warranty and to ensure that the critical components are protected properly based on the material design specification. Wärtsilä does not allow mixing of different coolant additives, nor does the additive manufacturers. Once the engines were filled during commissioning with a specific additive, only that product can be used. To switch products, the coolant system volume must be drained, flushed, properly disposed of, and refilled. Invitation for Bids was sent to 355 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) bids were received, only two (2) bids met specifications. The lowest bid was received by Sun Coast Resources, Inc. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On September 9, 2019, this item will be presented to the Public Utilities Board for recommendation to the City Council for consideration. RECOMMENDATION Award a contract with Sun Coast Resources, Inc., for the supply of corrosion inhibitor and monopropylene glycol cooling water additives for the Denton Energy Center, in the three (3) year not-to-exceed amount of $87,045. PRINCIPAL PLACE OF BUSINESS Sun Coast Resources, Inc. Houston, TX ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. These products and services will be funded through the using department’s budget on an as-needed basis. FISCAL INFORMATION These items/services will be funded from Electric Production / Wholesale Power account 603995601.600100.6008.0004.5550. Requisition #143074 has been entered into the Purchasing software system in the amount of $29,015. The budgeted amount for this item is $87,045. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: Presentation Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Jason Brown at 940-349-7140. Legal point of contact: Mack Reinwand at 940-349-8333. Exhibit 2 IFB 7065 - Bid Tabulation for Gylcol & Corrosion Inhibitor Item #QTY UOM Product Description Unit Price per gallon Extended Price Unit Price per gallon Extended Price 1 1,100 Gal Industrial Grade Monopropylene Glycol $5.65 $6,215 $9.80 $10,780 2 2,000 Gal Chevron XL Corrosion Inhibitor $11.40 $22,800 $11.75 $23,500 Houston, TX Fort Worth, TX Sun Coast Resources IncRespondent's Business Name: Principal Place of Business (City and State): Honstein Oil and Distributing Total: Contract Total (3 years):$87,045 $29,015 $34,280 Jason Brown –Denton Municipal Electric September 10, 2019 City Council Presentation 19-2073 Denton Energy Center Cooling Water Additives 2 Cooling Water System Overview Corrosion Inhibitor Monopropylene Glycol Safety Measures Purchasing Method Bid Summary Questions Presentation Outline 3 Comprised of coolant, piping, valves and radiators Volume of 42,950 gallons of coolant mixture City Water Corrosion Inhibitor Glycol Vital system for the equipment Cooling System Overview 4 Purpose is to protect the internal water passages of the system. Piping Valves Engine Block Heat Exchangers Validated additives approved for use in engines. Sodium Nitrite Sodium Nitrite + Borate Organic Acid Technology System dosing and continued sampling Corrosion Inhibitor Additive 5 Protection of Equipment and Coolant System during freezing conditions. Protects our equipment down ~ 19 degrees Two Types Available Ethylene Glycol Propylene Glycol Test and adjust concentration Quarterly Glycol Additive 6 Employee training Selection & Use of Personal Protective Equipment (PPE) Proper Chemical Storage and Handling Chemical Spill Prevention and Countermeasures Emergency Response Plan Safety Data Sheets are onsite physically and electronically Personal Protective Equipment used when adding Glycol and Corrosion Inhibitor Safety Glasses with side shields and face shield Nitrile chemical gloves Nitrile Apron * SDS Recommendation -no special protection normally required unless splashing is possible.* Safety Measures 7 IFB 7065 Specific Product requested for Corrosion Inhibitor Any brand of Industrial Monopropylene Glycol Was sent to 355 prospective suppliers Two bids met specifications Purchasing Method 8 Two Bidders ranging from 29,015 to 34,280 per year. Lowest bid Sun Coast Resources, Inc. Monopropylene Glycol -1,100 gal/year at $6,215 Corrosion Inhibitor -2,000 gal/year at $22,800 IFB 7065 Bid Summary 9 Coolant Additives are needed to protect the asset 1,100 gallons of Monopropylene Glycol needed per year ($6,215) 2,000 gallons of Corrosion Inhibitor needed per year ($22,800) Requesting approval to enter into a three year not-to-exceed contract amount of $87,045.00 ($29,015.00 per year) Summary Questions: 10 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA IFB Yes 7065 Cooling System and Corrosion Inhibitor Jane Rogers Contract 7065 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND SUN COAST RESOURCES, INC. (Contract # 7065 ) THIS CONTRACT is made and entered into this date _______________________, by and between Sun Coast Resources, Inc., a Texas corporation, whose address is 6405 Cavalcade St. Bldg. 1, Houston, Texas 77026, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City’s IFB # 7065 Cooling System Glycol and Corrosion Inhibitor, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s IFB # 7065 (Exhibit “B” on file at the office of the Purchasing Agent), as modified by Supplier Exceptions to City IFB and General Provisions – Terms and Conditions; (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Supplier’s Proposal. (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:________________________ Title: _______________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST: CITY OF DENTON, TEXAS ROSA RIOS, CITY SECRETARY BY: __________________________________ BY: _____________________________ TODD HILEMAN CITY MANAGER APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA national@suncoastresources.com 713-429-6702 Director of National Sales and Supply national@suncoastresources.com Terri Bateman Assistant General Manager Denton Municipal Electric Terry Naulty Contract 7065 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier’s expense. Products that have been installed will be replaced at the supplier’s expense. 3. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 4. Contract Terms The contract term will be three (3) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The Contract shall commence upon the issuance of a Notice of Award/Issuance of Purchase Order by the City of Denton. At the mutual agreement of both parties, the Contract may be further extended as needed, not to exceed a total of six (6) months. 5. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annually based on these special terms. The escalation/de-escalation will be based on the U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for Data processing, hosting and related services (PCU5182105182105). The stated eligible bid price will be increased or decreased based upon the annual percentage change in the PPI so long as the change is greater than the minimum threshold value of +/- 1%. The maximum escalation will not exceed +/- 8% for any individual year. The Supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. The Supplier’s request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. The Supplier should provide documentation as a percentage of each cost associated with the DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 unit prices quoted for consideration. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton, at its sole option, reserves the right to either: (1) accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award; or, (2) reject the increase within thirty (30) calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Supplier may request cancellation of such items from the contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. The prices in effect prior to the increase request must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 6. Cooperative Purchasing/Piggyback Option This contract is available for use by all governmental entities subject to the mutual agreement of the participating government entity and supplier, providing there is no conflict with any applicable statutes, rules, policies, or procedures. The governmental entities will have the option to use the pricing as agreed to within the resulting contract. Governmental entities will issue their internal purchase orders directly to the contractor(s). 7. Supplier Exceptions to City IFB 7065 General Provisions – Terms and Conditions The following provisions of IFB 7065, Exhibit 2, General Provisions – Terms and Conditions, Section A are amended as follows: a. Section 18. Performance Liquidated Damages This section is stricken in its entirety. b. Section 26. Delivery Delays This sentence is stricken: “Failure to pay a damage assessment is cause for contract cancellation and/or removal of the contractor from the City’s authorized list of suppliers.” c. Section 28, Contractor Standards of Performance This section is amended to read in its entirety: “Contractor shall with best efforts deliver goods or services within specified delivery times for 95% of all orders.” d. Section 29. Anticipated Problems and Proposed Solutions This section is stricken in its entirety. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 8. Supplier Exceptions to City IFB 7065 General Provisions – Terms and Conditions, Appendix A – Insurance Requirements and Workers’ Compensation Requirements The following provision of IFB 7065, Exhibit 2, General Provisions – Terms and Conditions, Appendix A, Standard Provisions is stricken in its entirety. “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.” 9. Total Contract Amount The contract total shall not exceed $87,045. Pricing shall be per Exhibit E attached. 10. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitatio n to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be t hat set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limit ed to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. Intentionally Omitted. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide t he Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit 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 with best efforts be available, within ten (10) business days of written request. Further, the Contractor shall also make best efforts to 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 at Contractor’s corporate office in Houston, Texas. The cost of the audit will be borne by the City. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 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. Intentionally Omitted. 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. Intentionally Omitted. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. 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 procur e such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non - conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be han dled under the DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 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, fuel allocation issues and/or regional supply shortages 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 best efforts three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the C ontractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm 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. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. Intentionally Omitted. 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. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City 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 DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or gi ven by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adv ersely impact future invoice payments. 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 DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 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 may file suit in accordance with Section 50. 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. Intentionally Omitted. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 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 treat ed 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 L OCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 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 con tinues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall as soon as possible notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within best efforts five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish 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 Commission’s website within seven business days. DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Contract 7065 Exhibit E IFB 7065 - Pricing Sheet for Gylcol & Corrosion Inhibitor Respondent's Name: Principal Place of Business (City and State)Houston, Texas The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Product Proposal Pricing (PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED FOB DESTINATION): Item #QTY UOM Product Description Manufacturer/Part Number Unit Price per gallon Extended Price Estimated Delivery ARO (weeks) 1 1,100 Gal Industrial Grade Monopropylene Glycol Industrial Grade Monopropylene Glycol 5.65$ 6,215.00$ 1.00$ 2 2,000 Gal Chevron XL Corrosion Inhibitor Chevron XL Corrosion Inhibitor 11.40$ 22,800.00$ 1.00$ 29,015.00$ Sun Coast Resources, Inc. G. Total DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA 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 relat ionship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 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 s ection is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date 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 gov ernment 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 DocuSign Envelope ID: 1F421B7E-0359-4DFC-9EC9-4F35AD3E5FAA Sun Coast Resources, Inc. Exhibit F n/a X X N/A 8/21/2019 X X Certificate Of Completion Envelope Id: 1F421B7E03594DFC9EC94F35AD3E5FAA Status: Sent Subject: Please DocuSign: City Council Contract 7065 Cooling System Glycol and Corrosion Inhibitor Source Envelope: Document Pages: 28 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Monisa Rogers AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Monisa.Rogers@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 8/16/2019 10:03:13 AM Holder: Monisa Rogers Monisa.Rogers@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Monisa Rogers monisa.rogers@cityofdenton.com Senior Buyer City Of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 8/16/2019 10:07:23 AM Viewed: 8/16/2019 10:07:34 AM Signed: 8/16/2019 10:11:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/16/2019 10:11:24 AM Viewed: 8/18/2019 6:54:41 PM Signed: 8/19/2019 8:19:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/19/2019 8:19:02 AM Viewed: 8/19/2019 2:42:58 PM Signed: 8/19/2019 2:48:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Terri Bateman national@suncoastresources.com Director of National Sales and Supply Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 12.156.49.6 Sent: 8/19/2019 2:48:22 PM Resent: 8/21/2019 9:30:43 AM Viewed: 8/19/2019 2:59:37 PM Signed: 8/21/2019 6:00:31 PM Electronic Record and Signature Disclosure: Accepted: 8/19/2019 2:59:37 PM ID: f2806476-6b4b-435d-9c6e-602033d993cd Signer Events Signature Timestamp Terry Naulty terry.naulty@cityofdenton.com Assistant General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/21/2019 6:00:33 PM Viewed: 8/22/2019 7:18:40 AM Signed: 8/22/2019 7:19:43 AM Electronic Record and Signature Disclosure: Accepted: 8/22/2019 7:18:40 AM ID: d7578a6b-b098-4c4a-a50e-b04c7b34100e Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/22/2019 7:19:46 AM 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 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/16/2019 10:11:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 8/16/2019 10:11:24 AM Carbon Copy Events Status Timestamp 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 Jason Brown jason.brown@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/22/2019 7:19:46 AM Payment Events Status Timestamps 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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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Terri Bateman, Terry Naulty, Todd Hileman 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.. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2105,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas municipal home-rule corporation, approving an agreement between DB Denton II, LLC., a Delaware limited liability company, Allegiance Hillview, L.P., a New York limited partnership, and the City regarding the funding and construction of sanitary sewer improvements which are adjacent to and will serve portions of the Rayzor Ranch Development; and, providing for an effective date. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Utility Administration CM/ DCM/ ACM: Mario Canizares DATE: September 10, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas municipal home-rule corporation, approving an agreement between DB Denton II, LLC., a Delaware limited liability company, Allegiance Hillview, L.P., a New York limited partnership, and the City regarding the funding and construction of sanitary sewer improvements which are adjacent to and will serve portions of the Rayzor Ranch Development; and, providing for an effective date. BACKGROUND Portions of the Rayzor Ranch development are served by the exiting 10 -inch Scripture to I35 sewer line. The Water and Sewer analyses used to determine the infrastructure needed to serve the Rayzor Ranch Town Center was completed by Kimley Horn in 2007 and summarized in the General Development Plan for Rayzor Ranch. These analyses indicated the capacity of the existing Scripture to I-35 line would be exceeded by the development and the development would be required to upsize the existing 10-inch line to a 12-inch to possibly 15-inch line. The existing sewer line is currently at capacity, and a portion of the sewage that was designed to flow into this line has been temporarily been rerouted to the north until the Scripture to I-35 line can be completed. The Developer is paying the costs associated with this project, as outlined in the attached agreement. The City of Denton is committing to managing the project, which includes installing the portion of the line near I-35 using City of Denton construction crews and a boring contractor. The City will be reimbursed for design work, project management, and construction. The City of Denton’s Engineering Department has completed additional analyses and have determined that the installation of a 12-inch line on the northern section of the project and a 15 to 16-inch line on the southern section, as outlined in in Exhibit 2 of the attached ordinance and agreement, is acceptable. The 16- inch line is needed for the pipe bursting section due to the fact that the HDPE pipe installed during the bursting process cannot be purchased in 15-inch diameter. The Developer’s funds shall be used solely for the design, permitting, construction, management, and installation of the Project. RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com FISCAL INFORMATION The anticipated total cost for the Project is $907,980. Within 45 days following the effective date of the agreement, Developer shall pay to City funds equal to 110% of this amount, which equates to $998,778. If the total cost of the design, permitting, construction, management, and installation is less than 110% of the anticipated total cost, City shall return to Developer any excess funds within 45 days following completion of the project. If the cost of the design, permitting, construction, management, and installation is more than 110% of the anticipated total cost, then Developer shall be responsible for such additional costs, which shall be paid to City within 45 days following written notice from City. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Agreement Exhibit 3: LLC Verification Information Exhibit 4: Presentation Respectfully submitted: Kenneth Banks General Manager Utilities Wastewater Utilities Scripture to I-35 wastewater line SEPTEMBER 10, 2019 –ID 19-2105 1 Project Description •Portions of Rayzor Ranch are served by an exiting 10-inch sewer line from Scripture to I-35. •The Water and Sewer analyses used to determine the infrastructure needed to serve the Rayzor Ranch Town Center was completed by Kimley Horn in 2007 and summarized in the General Development Plan for Rayzor Ranch. •Analyses indicated the existing Scripture to I-35 line capacity would be exceeded by the development and the development would be required to upsize the existing 10-inch line to a 12-inch to possibly 15-inch line. •The existing sewer line is currently at capacity, and a portion of the sewage that was designed to flow into this line has been temporarily been rerouted to the north until the Scripture to I-35 line can be completed. SEPTEMBER 10, 2019 –ID 19-2105 2 Project description •The Developer is paying the costs associated with this project. •The City of Denton will managing the project and install a portion of the line near I-35 using City of Denton construction crews and a boring contractor. •The City of Denton’s Engineering Department has completed additional analyses and have determined that the installation of a 12-inch line on the northern section of the project and a 15 to 16-inch line on the southern section is acceptable. •The Developer’s funds shall be used solely for the design, permitting, construction, management, and installation of the Project. SEPTEMBER 10, 2019 –ID 19-2105 3 Cost •The anticipated total cost for the Project is $907,980. •The Developer is paying 110% of this amount, which equates to $998,778. •If the cost is less than this amount, the City will return unused funds. •If the cost is more, the developer will be responsible for the additional costs. •Staff recommends approval of the ordinance and associated agreement for the Scripture to I-35 project. SEPTEMBER 10, 2019 –ID 19-2105 4 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-1882,Version:1 AGENDA CAPTION Hold a public hearing on a proposal to adopt a tax rate of $0.590454 with a maximum allowable rate of $0.628802 per $100 valuation, which will exceed the lower of the effective or rollback tax rate. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT:Finance CFO:Antonio Puente Jr. DATE:September 10, 2019 SUBJECT Hold a public hearing on a proposal to adopt a tax rate of $0.590454 with a maximum allowable rate of $0.628802 per $100 valuation, which will exceed the lower of the effective or rollback tax rate. BACKGROUND The Texas Constitution and Texas Property Tax Code require taxing units to comply with specific guidelines in adopting tax rates. The guidelines are related to a concept known as truth-in-taxation. This concept is a way to make taxpayers aware of tax rate proposals and allow tax payers in certain circumstances, to roll back or limit a tax increase. The truth-in-taxation guidelines require taxing entities to calculate and publish their effective and rollback tax rates (Exhibit 2 – 2019 Notice of Proposed Tax Rate). The effective rate is the calculated rate that would provide the taxing unit approximately the same amount of revenue it received in the previous year on properties taxed in both years. This rate is adjusted for new exemptions, value loss due to court appeals of taxable values and growth due to new property values. The City of Denton’s 2019 effective rate is $0.590454/$100 valuation. The rollback rate divides the total property tax revenue into support for maintenance and operations (M&O) taxes and debt service taxes. It provides approximately the same amount of revenue as in the previous year for maintenance and operations expenses, plus an extra eight percent, plus the necessary debt service tax rate. If a taxing unit adopts a tax rate higher than the rollback rate, the voters have the option to petition for an election to limit the size of the tax increase. The City of Denton’s 2019 rollback rate is $0.633033/$100 valuation. The City Manager’s FY 2019-20 Proposed Annual Program of Services recommends a tax rate of $0.590454 per $100 which is the effective tax rate and $0.03003 below the prior year’s adopted tax rate. The City of Denton’s maximum tax rate to be considered exceeds the lower of effective or rollback tax rates, two public hearings are being held prior to the budget adoption. In compliance with state law, staff published the Notice of the Proposed Tax Rate in the in the Denton Record Chronicle and the notice was posted on the City’s Web site, http://www.cityofdenton.com and the public access channel. The maximum allowable tax rate of $0.628802 established the tax rate celling for consideration in the Proposed FY 2019-20 Budget. However, the City’s Manager’s Proposed Budget includes a tax rate equal to the effective rate of $0.590454, which is 3.003 cents below than the prior year tax rate. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 20, 2019, the City Council held the first public hearing on the tax rate. EXHIBITS 1. Agenda Information Sheet 2. 2019 Notice of Proposed Tax Rate 3. Presentation Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared by: Nick Vincent 940-349-8063 Budget Manager NOTICE OF 2019 TAX YEAR PROPOSED PROPERTY TAX RATE FOR CITY OF DENTON A tax rate of $0.628802 per $100 valuation has been proposed for adoption by the governing body of the City of Denton. This tax rate will exceed the lower of the effective or rollback tax rate, and state law requires that two public hearings be held by the governing body before adopting the proposed tax rate. The governing body of the City of Denton proposes to use revenue attributable to the tax rate increase for the purpose of paying maintenance and operation expenses, and debt service. PROPOSED TAX RATE $0.628802 per $100 PRECEDING YEAR’S TAX RATE $0.620477 per $100 EFFECTIVE TAX RATE $0.590454 per $100 ROLLBACK TAX RATE $0.633033 per $100 The effective tax rate is the total tax rate needed to raise the same amount of property tax revenue for the City of Denton from the same properties in both the 201 8 tax year and the 2019 tax year. The rollback tax rate is the highest tax rate the City of Denton ma y adopt before voters are entitled to petition for an election to limit the rate that may be approved to the rollback rate. YOUR TAXES OWED UNDER ANY OF THE ABOVE RATES CAN BE CALCULATED AS FOLLOWS: property tax amount = ( rate ) x ( taxable value of your property ) / 100 For assistance or detailed information about tax calculations, please contact: Michelle French Denton County Tax Assessor-Collector 1505 E. McKinney Street, Denton, TX, 76209 940-349-3500 Property.Tax@dentoncounty.com http://tax.dentoncounty.com You are urged to attend and express your views at the following public hearings on the proposed tax rate: First Hearing: 6:30 p.m. on August 20, 2019 at City Hall, 215 E. McKinney Street, Denton, TX, 76201 Second Hearing: 6:30 p.m. on September 10, 2019 at City Hall, 215 E. McKinney Street, Denton, TX, 76201 City Manager’s Proposed Budget David Gaines Finance Director September 10, 2019 September 10, 2019 -ID19-1882 Key Budget Dates June 18, 2019 General Fund Five Year Forecast Presentation, Departmental Presentations June 25, 2019 Departmental Presentations July 16, 2019 2nd General Fund Five Year Forecast Discussion, Departmental Presentations July 23, 2019 Departmental Presentations July 24, 2019 Final Certified Value Received August 1, 2019 1st Budget Workshop –City Manager’s Proposed Budget Submitted to Council August 13, 2019 2nd Budget Workshop August 20, 2019 3rd Budget Workshop/1st Public Hearing on Tax Rate •September 10, 2019 2nd Public Hearing on Tax Rate & Public Hearing on Budget •September 17, 2019 Council Adopts Budget September 10, 2019 -ID19-1882 September 10, 2019 -ID19-1882 Changes to Proposed Budget •Increased Development Service Fee Revenue $2.8 Million •Reduce Property Tax Rate to Effective Rate •Funded Development Fee Grant or Other Assistance an Additional $150,000 •Decreased Engineering Services Transfer $500,000 due to Engineering Review Fee changes •Increased Meet and Confer Allocation $60,000 ($510,000 total) •Increased City Council Contingency Budget from $1,600 to $1,700 •Increased election expense by $50,000 for November and May election •TIRZ Board didn’t recommend funding downtown pressure washing ($35,000) Revenue Assumptions •Assessed Value Increases •FY 2019-20 –11.52% (11.9% with TIRZ values) •11.3% increase in Non-Frozen Values •FY 2020-21 and beyond –Assumes effective tax rate each year plus new value. •Proposed (Effective) tax rate of $0.590454 (3 Cent Decrease from Current Tax Rate) •Debt Service Portion of Tax Rate •Decrease of $0.00995 to $0.205090 in FY 2019 -20 •M&O Portion of Tax Rate •Decrease of $0.020066 from $0.405432 in FY 2018 -19 to $0.385364 in FY 2019-20 •Sales Tax •FY 2019-20 –3.5% above the revised estimate for FY 2018-19 •FY 2020-21 and beyond –3.5% increase •Franchise Fees •Assumed $650K decrease in FY 2019-20 projection •Result of SB 1152 change to Franchise Fee Payments •Increase in Development Service Fees •$2.8 Million increase based on revised fees following cost of service study September 10, 2019 -ID19-1882 Property Values and Tax Rate Current Tax Rate $0.620477 / $100 Proposed Tax Rate Maintenance & Operation $0.385364 / $100 Debt Service $0.205090 / $100 Total Proposed Tax Rate $0.590454/ $100 Effective Tax Rate $0.590454 / $100 Rollback Tax Rate (Current 8%) $0.633033/ $100 Future “Rollback Tax Rate” (Future 3.5%)$0.610501 / $100 (Beginning in FY2021 For Reference Only) * Excluding TIRZ Values Certified Taxable Value*$12,620,560,528 Value Increase 11.52% Freeze Adjusted Certified Taxable Value* $12,620,560,528 Value Increase 11.3% September 10, 2019 -ID19-1882 Average Taxable Value -History Fiscal Year Operations Rate Debt Rate Total Rate Average Taxable Value Average Tax Bill 2020 $0.385364 $0.20509 $0.59045 $248,909 $1,470 2019 $0.40543 $0.21505 $0.62048 $233,165 $1,447 2018 $0.43031 $0.20755 $0.63786 $214,136 $1,366 2017 $0.46674 $0.21660 $0.68334 $197,379 $1,349 2016 $0.47456 $0.21519 $0.68975 $179,149 $1,236 2015 $0.48119 $0.20856 $0.68975 $166,728 $1,150 2014 $0.47480 $0.21495 $0.68975 $157,039 $1,083 2013 $0.47088 $0.21887 $0.68975 $154,354 $1,065 2012 $0.47088 $0.21887 $0.68975 $154,282 $1,064 2011 $0.47088 $0.21887 $0.68975 $153,160 $1,056 September 10, 2019 -ID19-1882 September 10, 2019 -ID19-1882 City Comparison City Population Cents Over Effective Rate Proposed Tax Rate Average Taxable Value Water Rate Increase Wastewater Rate Increase Denton 133,808 $0.0000 $0.59045 $248,909 0%0% Plano 288,061 $0.0000 $0.4482 $455,979 2%0% Mesquite 142,816 $0.0392 $0.7340 $134,492 0%0% McKinney 191,645 $0.0069 $0.5156 $134,518 2%6% Allen 103,383 $0.0024 $0.4890 $367,638 8%10% Richardson 120,981 $0.0353 $0.6252 $235,652 7.5%7.5% Garland 242,504 $0.0200 $0.7696 $157,684 0%3.96% Irving 195,218 $0.0269 $0.5941 $195,218 2.6%5.8% Arlington 398,112 $0.0440 $0.6240 $249,127 4%3.6% Grand Prairie 191,720 $0.0585 $0.6699 $141,388 4.5%4.5% Frisco 189,916 $0.0119 $0.4466 $413,028 2%2% Round Rock 116,120 $0.0370 $0.4390 $255,198 0%0% Carrollton 136,170 $0.0319 $0.5949 $282,260 7.3%7.3% Lewisville 105,640 $0.0299 $0.4433 $252,361 1%1% General Fund Revenue FY 2019-20 Proposed Budget Property Tax 35.7% Sales Tax 28.8% Franchise Agreements 3.4% Other Taxes 0.4% Service Fees 6.0% Fines and Fees 2.6% Licenses and Permits 4.9% Transfers 9.2% Return on Investment (ROI) 6.6% Other Revenues 2.4% September 10, 2019 -ID19-1882 $136,335,942 General Fund Expenditures by Category FY 2019-20 Proposed Budget Personnel Services 68.3% Materials & Supplies 2.4% Maintenance & Repair 1.3% Insurance 1.2% Miscellaneous 1.0% Operations 13.3% Transfers 12.1% Fixed Assets 0.4% September 10, 2019 -ID19-1882 $136,461,548 General Fund Expenditures by Function FY 2019-20 Proposed Budget Building Inspections 2.5%Comm Imp Services 1.2% Libraries 4.5% Parks & Recreation 9.0% Planning 2.8% Gas Well Inpections 0.3% Comm Development 1.2% Animal Services 1.5% Fire 23.4% Municipal Court 0.9% Police 26.4% Public Safety Communications 3.0% Traffic/Transportation 2.3% Legal/CMO/Judge 4.1% 380 Agreements 2.8% Economic Development 0.9% Finance/Internal Audit 1.0% Other 12.4% September 10, 2019 -ID19-1882 $136,461,548 General Fund Forecast –Development Fee Increase/Effective Tax Rate September 10, 2019 -ID19-1882 FY 2018-19 Budget FY 2018-19 Estimate FY 2019-20 Proposed FY 2020-21 Projected FY 2021-2022 Projected FY 2022-23 Projected FY 2023-2024 Projected Beginning Fund Balance 30,317,385$ 30,317,385$ 30,135,495$ 30,009,888$ 29,802,809$ 29,428,681$ 29,617,051$ Property Tax 46,259,982$ 46,259,982$ 48,629,397$ 50,293,933$ 51,856,989$ 53,420,580$ 54,984,724$ Sales Tax 41,425,582 37,953,567 39,281,942 40,656,810 42,079,798 43,552,591 45,076,932 Other Revenues 40,015,741 41,492,342 48,424,603 48,224,749 49,529,077 51,072,524 52,779,690 Total Revenue 127,701,305$ 125,705,891$ 136,335,942$ 139,175,492$ 143,465,865$ 148,045,695$ 152,841,346$ Base Expenditures*129,184,436$ 125,435,880$ 130,841,472$ 138,582,572$ 143,839,992$ 147,857,325$ 152,250,026$ New Recurring Expenses 5,140,591$ 800,000$ New One-Time Expenses 451,901$ 479,485$ Total Expenditures 129,184,436$ 125,887,781$ 136,461,548$ 139,382,572$ 143,839,992$ 147,857,325$ 152,250,026$ Ending Fund Balance 28,834,254$ 30,135,495$ 30,009,888$ 29,802,809$ 29,428,681$ 29,617,051$ 30,208,372$ Change in Fund Balance (1,483,131)$ (181,890)$ (125,606)$ (207,080)$ (374,128)$ 188,370$ 591,321$ Fund Balance as % of Total Expenditures 22.32%23.94%21.99%21.38%20.46%20.03%19.84% Supplemental Package Summary General Fund •$479,485 one-time Cost, $4,818,377 on-going cost •All supplementals listed funded at the Effective Tax Rate September 10, 2019 -ID19-1882 Department Program Title Personnel Services On-Going Costs One-Time Costs Requested Expense Amount Animal Services Two Temporary Kennel Techs 17,498$ -$ -$ 17,498$ Animal Services Volunteer Coordinator 77,896$ -$ -$ 77,896$ Animal Services Additional Animal Control Officers 132,346$ -$ -$ 132,346$ Council Initiative Integrated Pest Management - Topdressing (Parks)-$ 461,100$ -$ 461,100$ Council Initiative Block Party - Street Closures (Parks)-$ 2,400$ -$ 2,400$ Council Initiative Creation of Co-Sponsorship Special Event Fund (Parks)-$ 280,000$ -$ 280,000$ Council Initiative Barrier Funds - Diversion -$ 40,000$ -$ 40,000$ Council Initiative Housing/Rapid Re-Housing -$ 100,000$ -$ 100,000$ Council Initiative Expand & Enhance MKOC Shelter (7 nights/week)-$ 400,000$ 80,000$ 480,000$ Council Initiative Street Outreach Team Expansion -$ 64,600$ -$ 64,600$ Council Initiative Special Counsel - Internal Audit -$ 25,000$ -$ 25,000$ Council Initiative Living Wage Impact - $15.00/hr (Full Time, Part Time)13,398$ -$ -$ 13,398$ Finance Accounts Payable Automation Software -$ -$ 200,000$ 200,000$ Fire Fire Operations Professional Development Program 18,986$ 10,000$ -$ 28,986$ Library Eliminate Overdue Fines -$ -$ -$ 75,000$ Parks New and Existing Parks Maintenance -$ 508,105$ -$ 508,105$ Planning Permitting & Planning Software Maintenance -$ 300,000$ -$ 300,000$ Planning Comprehensive Plan Update -$ -$ 95,000$ 95,000$ September 10, 2019 -ID19-1882 Supplemental Funding Summary (Cont.) Department Program Title Personnel Services On-Going Costs One-Time Costs Requested Expense Amount Police Sworn Officers 441,949$ 11,772$ 41,068$ 494,789$ Police Meet and Cofer -$ 510,000$ -$ 510,000$ Police Civilian Jailers 131,429$ 2,400$ 12,616$ 146,445$ Police Public Safety Officers 201,884$ 11,772$ 30,801$ 244,457$ Public Affairs Construction Guide -$ 40,000$ -$ 40,000$ Public Affairs Our Daily Bread Security -$ 18,850$ -$ 18,850$ Public Safety CommunicationsAdditional Telecommunications Employees - 3 FTEs 294,517$ -$ -$ 294,517$ Public Safety CommunicationsDispatcher Overtime 105,060$ -$ -$ 105,060$ Recreation Fund North Lakes Driving Range Ball Machine -$ -$ 15,000$ 15,000$ Technology Services Public Safety – Identix LiveScan Upgrade -$ 37,000$ -$ 37,000$ Technology Services Public Safety Redundancy -$ 130,000$ -$ 130,000$ Technology Services Kemp Replacement -$ 7,272$ -$ 7,272$ Technology Services AntiVirus -$ 29,087$ -$ 29,087$ Technology Services Public Safety -$ 172,500$ -$ 172,500$ Traffic Operations Signs and Marketing FTE 67,697$ -$ 2,300$ 69,997$ Traffic Operations Traffic Signal FTE 78,859$ -$ 2,700$ 81,559$ Total 1,581,519$ 3,161,858$ 479,485$ 5,297,862$ FY 2019-20 Capital Program September 10, 2019 -ID19-1882 •Total new funding including utilities is $133.25 million •General Obligation Bonds -$14.7 million •General Fund CO’s –$19.6 million •General Government Revenue Funded -$.60 •Utility CO’s -$72.7 million •Utility revenue funded -$25.65 million •General Government Proposed Debt •Street Projects (2014) –$13.19 million •Parks (2014) -$1.475 million •Vehicle Replacements -$3.14 million •Facility Improvements -$1.5 million •Fire Station 8 -$5 Million •Municipal Facilities -$10 Million Special Revenue & Internal Service Funds September 10, 2019 -ID19-1882 Projected Appropriable Fund Balances – Special Revenue Funds Special Revenue Fund Appropriable Fund Balance 9-30-19 Revenues Expenditures Appropriable Fund Balance 9-30-20 Street Improvement Fund $ 2,348,270 $14,653,058 $ 15,731,116 $ 1,270,212 Tree Mitigation Fund $ 2,284,159 $ 410,000 $ 2,413,100 $ 281,059 Recreation Fund $ 265,662 $6,522,822 $ 6,784,595 $ 3,889 Traffic Safety Fund $ 2,287,348 $ ‐$ 2,000,000 $ 287,348 Economic Development Fund $607,947 $150,000 $500,000 $257,947 Roadway Impact Fee Fund $ 2,610,236 $ 3,000,000 $ 5,000,000 $ 610,236 Police Confiscation Fund $ 224,320 $ ‐$ 177,105 $ 47,215 Downtown Reinvestment Fund $ 48,513 $ ‐$ 48,513 $ - September 10, 2019 -ID19-1882 * Estimated 9-30-19 Appropriable Fund Balance Projected Appropriable Fund Balances – Special Revenue Funds (Continued) Special Revenue Fund Appropriable Fund Balance 9-30-19 Revenues Expenditures Appropriable Fund Balance 9-30-20 Parks Gas Well $ 77,906 $ 30,000 $ 70,000 $ 37,906 McKenna Trust Fund $ 92,638 $ 5,000 $ 90,000 $ 7,638 PEG Fund $ 1,283,858 $ 270,000 $ 440,000 $ 1,113,858 Parkland Dedication Fund $ 1,596,094 $ 270,000 $ 500,000 $ 1,366,094 Parkland Development Fund $ 2,859,780 $ 325,000 $ 500,000 $ 2,684,780 Donation Funds $ 216,713 $ 149,500 $ 260,401 $ 105,812 September 10, 2019 -ID19-1882 Grants Grant Amount Unspent Amount Non-Capital Grants $ 8,355,076 $ 4,764,323 * Estimated 9-30-19 Appropriable Fund Balance Projected Appropriable Fund Balances – Internal Service Funds Internal Service Funds Appropriable Fund Balance 9-30-19 Revenues Expenditures Appropriable Fund Balance 9-30-20 Technology Services $ 810,265 $ 17,283,209 $ 18,058,384 $ 35,091 Material Management $ 1,067,234 $ 17,678,570 $ 18,206,841 $538,963 Fleet Management $ 975,103 $ 10,829,427 $ 10,829,427 $ 975,103 Risk Retention $ 2,381,001 $ 3,966,487 $ 4,016,076 $ 2,331,412 Health Insurance $ 3,936,867 $ 30,562,100 $ 30,605,532 $ 3,893,435 Engineering Services $ 603,832 $ 8,573,613 $ 8,573,613 $ 603,832 Customer Service $ ‐$ 6,220,056 $ 6,220,056 $ ‐ Facilities Management $ ‐$ 4,964,302 $ 4,964,302 $ ‐ September 10, 2019 -ID19-1882 * Estimated 9-30-19 Appropriable Fund Balance Enterprise Funds September 10, 2019 -ID19-1882 Water Fund No Rate Changes Actual Budget Estimate Proposed FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Revenues (x 1,000) Rate Revenue $40,596 $37,506 $38,598 $39,354 $39,986 $41,527 $43,128 $44,055 Non Rate Revenue $2,167 $2,506 $2,532 $2,109 $2,108 $2,169 $2,129 $2,131 Impact Fee Revenue - Revenue Funding $0 $0 $0 $3,839 $2,725 $1,154 $3,500 $45 Impact Fee Revenue - Debt Service $3,755 $5,700 $5,700 $2,766 $3,880 $5,451 $3,105 $6,560 Subtotal $46,519 $45,712 $46,830 $48,068 $48,700 $50,301 $51,862 $52,791 Planned Use of Reserves 0 4,480 3,158 2,993 0 0 0 0 TOTAL REVENUE $46,519 $50,192 $49,987 $51,062 $48,700 $50,301 $51,862 $52,791 Expenditures (x 1,000) O&M $12,301.52 $15,621 $15,400 $16,088 $16,920 $17,298 $17,817 $18,352 Revenue Funded Capital $11,745 $15,280 $14,747 $9,373 $4,857 $5,600 $6,782 $8,405 Revenue Funded Impact Fee Projects $0 $0 $0 $3,839 $2,725 $1,154 $3,500 $45 Transfers (Internal and External)$2,512 $3,391 $3,849 $5,182 $5,362 $5,526 $5,692 $5,863 ROI/Franchise Fee $3,329 $3,239 $3,329 $3,396 $3,451 $3,515 $3,621 $3,730 Debt Service $12,638 $12,663 $12,663 $12,879 $11,763 $11,310 $9,830 $10,356 Supplementals $0 $0 $0 $304 $370 $378 $387 $396 TOTAL EXPENSE $42,526 $50,192 $49,987 $51,062 $45,446 $44,782 $47,630 $47,146 Net Income $3,993 $0 $0 $0 $3,253 $5,519 $4,232 $5,645 Rate Increases 0.0%0.0%0.0%0.0%0.0%2.0%2.0%0.0% RESERVE BALANCES FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Working Capital $3,402 $4,015 $3,999 $4,085 $3,636 $3,583 $3,810 $3,772 Operating Reserve $22,795 $17,452 $18,790 $15,461 $19,164 $24,735 $28,739 $34,423 Wrking Cptl + Op Reserve $26,197 $21,467 $22,789 $19,546 $22,799 $28,318 $32,550 $38,195 Number of Working Days 225 156 166 140 183 231 249 296 Development Plan Lines $500 $750 $750 $1,000 $1,000 $1,000 $1,000 $1,000 Impact Fee Capital Reserve (Revenue Funded)$0 $0 $0 $9,000 $9,000 $9,000 $9,000 $9,000 Impact Fee Reserve $14,671 $14,671 $14,871 $5,871 $5,871 $5,871 $5,871 $5,871 Debt Coverage Ratio - 1.25 2.71 2.38 2.48 2.19 2.47 2.82 3.11 3.32 Wrking Cptl/ Op Reserve Target - 120 Days (33%)$14,033 $16,563 $16,496 $16,850 $14,997 $14,778 $15,718 $15,558 Wrking Cptl/ Op Reserve Target - 180 Days (50%)$21,263 $25,096 $24,994 $25,531 $22,723 $22,391 $23,815 $23,573 September 10, 2019 -ID19-1882 Wastewater Fund No Rate Changes ACTUAL BUDGET ESTIMATE PROPOSED FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Revenues (x 1,000) Rate Revenue $29,993 $28,815 $28,814 $29,976 $30,484 $30,933 $31,346 $31,895 Non Rate Revenue $2,648 $1,935 $2,363 $2,471 $2,321 $2,311 $2,329 $2,348 Impact Fee Revenue - Revenue Funded $0 $0 $0 $500 $500 $151 $14 $146 Impact Fee Revenue - Debt Service 4,036 $2,000 2,000 3,770 3,770 4,119 4,256 4,124 Subtotal $36,677 $32,750 $33,177 $36,717 $37,074 $37,514 $37,945 $38,513 Planned Use of Reserves 0 4,721 4,014 1,608 823 1,255 0 0 TOTAL REVENUES $36,677 $37,471 $37,191 $38,325 $37,897 $38,769 $37,945 $38,513 Expenditures (x 1,000) O&M $12,397 $15,134 $14,520 $16,092 $16,200 $16,554 $16,885 $17,223 Revenue Funded Capital 8,165 9,669 9,507 5,749 5,318 5,220 5,636 5,221 Transfers (Internal and External)3,645 3,718 4,172 5,373 5,787 6,194 6,336 6,481 Impact Fee Project Revenue Funding - - - 500 500 151 14 146 ROI/Franchise Fee 2,211 2,144 2,187 2,531 2,289 2,330 2,377 2,424 Debt Service 7,166 6,806 6,806 7,479 7,183 7,680 5,651 5,720 Drainage Supplementals - - - 303 312 321 331 341 Wastewater Supplementals - - - 298 308 317 327 336 TOTAL EXPENSES $33,585 $37,471 $37,191 $38,325 $37,897 $38,769 $37,556 $37,892 Net Income $3,093 $0 $0 $0 $0 $0 $389 $621 Rate Increases 0.0%-5.0%-5.0%0.0%0.0%0.0%0.0%0.0% ACTUAL BUDGET ESTIMATE PROPOSED RESERVE BALANCES FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Working Capital $2,687 $2,998 $2,975 3,066$ $3,032 $3,101 $3,004 $3,031 Operating Reserve $16,183 $10,951 $11,680 9,781$ $8,793 $7,404 $7,890 $8,484 Wrkng Cptl + Op Reserve $18,870 $13,949 $14,656 $12,847 $11,825 $10,505 $10,894 $11,516 Number of Working Days 205 136 144 122 114 99 106 111 Development Plan Lines $335 $535 $535 $735 $935 $1,000 $1,000 $1,000 Drainage Reserve $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 Impact Fee Reserve $4,190 $4,190 $5,190 $5,190 $5,190 $5,190 $5,190 $5,190 Debt Coverage Ratio - 1.25 2.88 2.04 2.13 2.04 2.10 1.92 2.61 2.59 Wrkng Cptl / Op Reserve Target - 100 Days (28%)$9,404 $10,492 $10,414 $10,731 $10,611 $10,855 $10,516 $10,610 Wrkng Cptl / Op Reserve Target - 140 Days (39%)$13,098 $14,614 $14,505 $14,947 $14,780 $15,120 $14,647 $14,778 September 10, 2019 -ID19-1882 Drainage 2017-18 2018-19 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 ACTUAL BUDGET ESTIMATE PROPOSED PROJECTED PROJECTED PROJECTED PROJECTED Revenues (x 1,000) Transfers In 424$ 317$ 317$ 370$ 380$ 391$ 403$ 415$ Drainage Resources 4,676$ 4,727$ 4,661$ 4,537$ 4,640$ 4,595$ 4,733$ 4,875$ Auction Proceeds 11$ 44$ 44$ 35$ 121$ 71$ 73$ 75$ TOTAL REVENUES 5,111$ 5,088$ 5,022$ 4,942$ 5,142$ 5,057$ 5,209$ 5,365$ Expenditures (x 1,000) O&M $2,087 $2,857 $2,472 $2,961 $3,031 $3,092 $3,185 $3,280 Revenue Funded Capital $1,768 $1,093 $1,414 $651 $712 $665 $821 $846 Transfers (Internal and External)$579 $659 $659 $549 $811 $847 $872 $899 ROI/Franchise Fee - - - - - - - - Debt Service $677 $477 $477 $478 $276 $132 $0 $0 Supplementals $0 $0 $0 $303 $312 $321 $331 $341 TOTAL EXPENSES $5,111 $5,088 $5,022 $4,942 $5,142 $5,057 $5,209 $5,365 Net Income $0 $0 $0 $0 $0 $0 $0 $0 Rate Increases 0%0%0%0%0%0%0%0% Drainage Reserve 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ 1,000$ September 10, 2019 -ID19-1882 September 10, 2019 -ID19-1882 Electric Fund No Rate Increase Actual Budget Estimate Proposed Projected Projected Projected Projected 2018 2019 2019 2020 2021 2022 2023 2024 Base Rate Revenues 92.38$ 84.50$ 87.76$ 91.74$ 93.96$ 91.79$ 94.11$ 96.44$ TCRFRevenues 5.52 - - - - - - - ECA Revenues 52.37 51.02 51.94 54.75 60.61 72.71 74.55 76.39 Rate Revenues 150.27 135.52 139.69 146.49 154.58 164.51 168.66 172.83 DEC Revenue -$ 36.30$ 29.40$ 25.07$ 21.95$ 19.43$ 14.92$ 13.39$ Non-rate Revenues 41.43 43.81 44.02 50.68 52.89 34.63 34.43 47.21 Subtotal 191.70 215.63 213.11 222.24 229.41 218.57 218.01 233.43 Operating Reserve Usage (6.17) 28.06 (18.30) (6.99) 3.62 (0.63) (6.85) 6.59 Total Revenues 185.53$ 243.69$ 194.81$ 215.25$ 233.03$ 217.94$ 211.16$ 240.02$ Total Revenues less ECA & TCRF 127.64$ 192.67$ 142.87$ 160.51$ 172.42$ 145.23$ 136.62$ 163.63$ Expenditures Purchase Power 76.59 82.15 90.07 86.81 79.61 70.80 72.78 68.32 Transmission of Power 12.07 12.50 12.50 18.62 19.12 19.62 20.12 20.62 O&M 22.68 34.56 33.35 36.17 36.87 37.96 39.07 42.22 Cost of Service Transfers 12.47 14.19 14.43 16.84 17.34 17.85 18.37 18.91 ROI & Franchise Fee 14.55 15.07 14.96 16.06 16.54 14.92 15.20 16.59 NON DEC Debt Service 34.36 36.23 37.10 37.45 39.03 40.76 42.00 42.85 DEC Debt - 4.45 13.55 17.28 17.29 17.29 17.31 17.32 Debt Defeasance - 28.62 - - - - - - Revenue Funded Capital 25.14 15.92 15.46 - - - - - Total Expenditures 197.86$ 243.69$ 231.41$ 229.23$ 225.80$ 219.19$ 224.86$ 226.84$ Total Expenditures less Energy 139.38$ 193.07$ 156.81$ 150.26$ 155.72$ 148.09$ 149.27$ 153.55$ Net Income (12.33)$ -$ (36.60)$ (13.97)$ 7.23$ (1.25)$ (13.69)$ 13.18$ Net Income w/o ECA Carryover -$ -$ -$ -$ -$ -$ -$ -$ Operating Reserve 57.68$ 58.27$ 36.62$ 29.81$ 33.71$ 33.63$ 26.32$ 32.75$ Working Capital 16.26 20.03 19.02 18.84 18.56 18.02 18.48 18.64 73.94$ 78.30$ 55.64$ 48.66$ 52.27$ 51.65$ 44.80$ 51.39$ September 10, 2019 -ID19-1882 Actual Budget Estimate FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Revenues (x 1,000) Rate Revenue $32,404 $32,595 $32,720 $33,679 $34,687 $35,799 $36,896 $38,288 Non Rate Revenue $2,388 $1,929 $1,368 $1,712 $2,194 $2,038 $2,121 $2,120 Subtotal $34,792 $34,523 $34,088 $35,391 $36,881 $37,837 $39,017 $40,408 Planned Use of Reserves 181 349 553 3,059 0 0 78 0 TOTAL REVENUE $34,973 $34,872 $34,641 $38,450 $36,881 $37,837 $39,095 $40,408 Expenditures (x 1,000) O&M $18,471 $20,164 $20,236 $21,220 $21,705 $22,155 $22,715 $23,292 Revenue Funded Capital $0 $0 $0 $0 $0 $0 $0 $0 Vehicle Replacement Fund Transfers $1,604 $873 $858 $2,001 $1,590 $1,988 $3,300 $3,366 Transfers (Internal and External)$2,475 $1,976 $2,256 $3,081 $3,167 $3,255 $3,314 $3,376 Franchise Fee $1,738 $1,694 $1,699 $1,756 $1,797 $1,844 $1,902 $1,972 Closure/Post Closure $1,143 $1,169 $596 $610 $624 $639 $651 $664 Debt Service $9,542 $8,995 $8,995 $8,449 $7,302 $7,292 $6,547 $6,242 Supplementals $0 $0 $0 $1,333 $695 $665 $665 $665 TOTAL EXPENSE $34,973 $34,872 $34,641 $38,450 $36,881 $37,837 $39,095 $39,577 Net Income $0 $0 $0 $0 $0 $0 $0 $832 RESERVE BALANCES FY 2018 FY 2019 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Working Capital $2,798 $2,790 $2,771 $3,076 $2,950 $3,027 $3,128 $3,166 Rental Fund $1,267 $1,267 $1,267 $0 $0 $0 $0 $0 Operating Fund Reserve $3,613 $3,273 $3,086 $3,970 $4,096 $4,020 $3,841 $4,634 Total Operating Reserve $7,678 $7,329 $7,124 $7,046 $7,047 $7,047 $6,968 $7,800 Vehicle Replacement Fund Transfers $1,604 $873 $858 $2,001 $1,590 $1,988 $3,300 $3,366 Vehicle Purchases $0 ($100)($40)($2,079)($202)($1,227)($3,420)($3,334) Operating Fund Transfer $0 $0 $0 ($2,981)$0 $0 $0 $0 Total Vehicle Replacement Reserve $3,241 $4,014 $4,059 $1,000 $2,388 $3,149 $3,029 $3,062 Number of Working Days 80 77 75 67 70 68 65 72 Closure/Post Closure $9,897 $11,066 $10,493 $11,103 $11,727 $12,365 $13,016 $13,680 Debt Coverage Ratio - 1.25 1.66 1.26 1.24 1.57 1.43 1.71 1.80 2.11 Wrking Cptl/ Op Reserve Target - 51 Days (14%)$4,896 $4,882 $4,850 $5,383 $5,163 $5,297 $5,473 $5,541 Wrking Cptl/ Op Reserve Target - 65 Days (18%)$6,295 $6,277 $6,235 $6,921 $6,638 $6,811 $7,037 $7,124 Solid Waste Fund No Rate Increase Utility Supplemental Funding Requests - Funded in FY 2019-20 Proposed Budget September 10, 2019 -ID19-1882 Water Fund Program Title FTE's Personnel Services On-Going Cost One-Time Cost Vehicles Requested Expense Amount Water Metering Metering Maintenance 1.00 63,163$ 45,000$ 108,163$ Water Metering Administrative Assistant I 0.50 38,234$ 38,234$ Water Production Operator I 1.00 24,083$ 24,083$ Utility Administration Administrative Assistant I 1.00 51,221$ 51,221$ Utility Administration Intern 0.50 15,230$ 15,230$ Water Distribution Heavy Equipment Operator I 1.00 88,240$ 88,240$ Water Distribution Hydrant Maintenance Crew Truck 75,700$ 75,700$ Total 5.00 280,171$ -$ -$ 120,700$ 400,871$ Utility Supplemental Funding Requests - Funded in FY 2019-20 Proposed Budget (cont.) September 10, 2019 -ID19-1882 Wastewater Fund Program Title FTE's Personnel Services On-Going Cost One-Time Cost Vehicles Requested Expense Amount Wastewater Collections Heavy Equipment Operator II 2.00 141,374$ 141,374$ Wastewater Collections Heavy Equipment Operator II 1.00 76,408$ 76,408$ Wastewater Collections Flushing Truck Crew Leader 1.00 80,066$ 80,066$ Drainage Operation and Maintenance Crew 4.00 287,899$ 75,000$ 362,899$ Total 8.00 585,747$ -$ -$ 75,000$ 660,747$ Utility Supplemental Funding Requests - Funded in FY 2019-20 Proposed Budget (cont.) September 10, 2019 -ID19-1882 Solid Waste Fund Program Title FTE's Personnel Services On-Going Cost One-Time Cost Vehicles Requested Expense Amount Solid Waste Site Operations Scalehouse/Asset Mgmt Software 50,000$ 400,000$ 450,000$ Solid Waste Landfill Engineering Services 150,000$ 150,000$ Solid Waste Commercial Route-Consulting Services 30,000$ 75,000$ 105,000$ Solid Waste Commercial Roll Off 23,000$ 200,000$ 223,000$ Solid Waste Landfill Waste Handler Dozer 28,000$ 1,160,000$ 1,188,000$ Solid Waste Residential Mini Rear Loader 14,500$ 140,000$ 154,500$ Solid Waste Residential Mini Rear Loader 14,500$ 140,000$ 154,500$ Solid Waste Landfill Heavy Equipment Operator II 1.00 77,215$ 77,215$ Solid Waste Landfill Communication Radios 33,400$ 129,900$ 163,300$ Solid Waste Residential North Lakes Recycling Drop-off 10,000$ 410,439$ 420,439$ Total 1.00 77,215$ 353,400$ 1,015,339$ 1,640,000$ 3,085,954$ Next Steps •2nd Tax Rate and Budget Public Hearings –September 10th •Budget and Tax Rate Adoption –September 17th September 10, 2019 -ID19-1882 September 10, 2019 -ID19-1882 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-1884,Version:1 AGENDA CAPTION Hold a public hearing and receive citizen input on the FY 2019-20 Proposed Budget. City of Denton Printed on 9/6/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT:Finance CFO:Antonio Puente Jr. DATE:September 10, 2019 SUBJECT Hold a public hearing and receive citizen input on the FY 2019-20 Proposed Budget. BACKGROUND The City Charter and State Law require that prior to budget adoption, a public hearing be conducted to allow citizens the opportunity to provide input on the Proposed Budget. The required notice of the public hearing was published August 23, 2019, in the Denton Record Chronicle. The notice was also posted on the City’s Web site, and on the City’s public access channel. A copy of the published notice is provided for reference in Exhibit 2. The amounts and percentages referenced in the published notice are calculated based on the maximum tax rate included in the tax rate notice. Based on the current proposed budget, the language would state: The Budget will raise more total property taxes than last year’s budget by $4,443,002 or 6.31% and of that amount $2,370,987 is tax revenue to be raised from new property added to the tax roll this year. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 1, 2019, the City Council was provided with detailed information regarding the FY 2019-20 Proposed Annual Program of Services including the proposed tax rate. On August 13th and 20th, 2019 the City Council discussed the proposed budget in work session. FISCAL INFORMATION The 2019-20 Proposed Budget totals $1,216,000,236 in estimated resources and $1,215,523,540 in estimated expenditures. EXHIBITS 1. Agenda Information Sheet 2. 2019 Notice of Proposed Budget Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared by: Nick Vincent349-8063 Budget Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com NOTICE OF PUBLIC HEARING ON BUDGET The City Council for the City of Denton, Texas, will hold a public hearing on the Fiscal Year 2019- 20 Annual Program of Services (Budget), on Tuesday, September 10, 2019 at 6:30 p.m. in the City Council Chambers at City Hall, located at 215 East McKinney Street in Denton, Texas, 76201. The meeting will be held for the purpose of receiving community input on the Budget. THIS BUDGET WILL RAISE MORE TOTAL PROPERTY TAXES THAN LAST YEAR’S BUDGET BY $8,797,230 OR 12.5% AND OF THAT AMOUNT $2,524,974 IS TAX REVENUE TO BE RAISED FROM NEW PROPERTY ADDED TO THE TAX ROLL THIS YEAR. All interested citizens are encouraged to attend and express their views.