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2019-09-24 Agenda with Backup
Tuesday, September 17, 2019 City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com 1:00 PM Work Session Room & Council Chambers WORK SESSION BEGINS AT 1:00 P.M. IN THE WORK SESSION ROOM REGULAR 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 17, 2019 at 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 A. ID 19-2142 Receive a report and hold a discussion from representatives of the Denton County Transportation Authority (DCTA) regarding the agency's operations and transportation services within the County and City of Denton. Attachments: Exhibit 1 - AIS - DCTA Presentation WS 09.17.2019.pdf Exhibit 2 - DCTA - City of Denton Presentation (9.17.19) clean.pdf B. ID 19-1513 Receive a report, hold a discussion, and give staff direction regarding a policy to receive reimbursement for uncompensated charity care costs for Emergency Medical Services. Attachments: Exhibit 1 Agenda Information Sheet Exhibit 2 Power Point Presentation C. ID 19-1681 Receive a report, hold a discussion, and give staff direction regarding City participation in charitable contributions through the AmazonSmile Foundation. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - AmazonSmile Presentation Exhibit 3 - Letter from Organization Exhibit 4 - Charitable Organization List D. ID 19-2103 Receive a report, hold a discussion, and give staff direction regarding the care, Page I Printed on 911912019 City Council Meeting Agenda September 17, 2019 management, and proposed reuse of the closed City of Denton Moseley Road Landfill Attachments: Exhibit 1 - Agenda Information Sheet- Moseley Road Landfill - 19-2103 Exhibit 2 - Mosley Road Landfill - 19-2103 E. ID 19-2183 Receive a report, hold a discussion, and give staff direction regarding the proposed amendments to the Naming Policy Guidelines for City Buildings, Facilities, Land, or any Portion Thereof. Attachments: Exhibit 1 Agenda Information Sheet Exhibit 2 Presentation Exhibit 3 Proposed Resolution Exhibit 4 Application Form Exhibit 5 Proposed Amendments — Redline F. ID 19-2084 Receive a report, hold a discussion, and give staff direction on pending City Council requests for information. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Exhibit 3 No. 2018-139 - Denton County MHMR Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: A. ID 19-2159 Deliberations Regarding Real Property - Under Texas Government Code, Section 551.072; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of real property interests located in the M. Forrest Survey, Abstract 0417, within the City of Denton, Denton County, Texas, generally located along the south side of Mills Road, between Mayhill Road and S. Trinity Road. The potential purchases are related to the City's park and tree preservation initiatives. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Rules of Professional Conduct of the State Bar of Texas. Page 2 Printed on 911912019 City Council Meeting Agenda September 17, 2019 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. REGULAR MEETING OF THE CITY OF DENTON CITY COUNCIL AT 6:30 P.M. IN THE COUNCIL CHAMBERS AT CITY HALL, 215 E. MCKINNEY STREET, DENTON, TEXAS 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 A. ID 19-2098 "Constitution Week" 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. 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. A. ID 19-2232 Catherine Lustgarten regarding Climate Action Week (September 20-27, 2019) and upcoming related activities. Page 3 Printed on 911912019 City Council Meeting Agenda September 17, 2019 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. BUDGET ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 19-1888 Consider adoption of an ordinance of the City of Denton, Texas, levying the ad valorem property tax of the City of Denton, Texas, for the year 2019, on all taxable property within the corporate limits of the city on January 1, 2019, and adopting a tax rate of $0.590454 per $100 of valuation for 2019; providing revenues for payment of current municipal maintenance and operation expenses and for payment of interest and principal on outstanding City of Denton debt; providing for limited exemptions of certain homesteads; providing for enforcement of collections; providing for a severability clause; and providing an effective date. Attachments: Exhibit 1 Agenda Information Sheet.docx Exhibit 2 Ordinance.pdf B. ID 19-1886 Consider adoption of an ordinance of the City of Denton, Texas, approving the 2019 tax rolls; and providing an effective date. Attachments: Exhibit 1 Agenda Information Sheet.docx Exhibit 2 Ordinance.pdf C. ID 19-1885 Consider adoption of an ordinance of the City of Denton, Texas, adopting the Fiscal Year 2019-2020 Annual Program of Services (Budget) and the Capital Improvement Program of the City of Denton, Texas, for the fiscal year beginning on October 1, 2019, and ending on September 30, 2020; and declaring an effective date. Attachments: Exhibit 1 Agenda Information Sheet.docx Exhibit 2 Ordinance.pdf D. ID 19-1887 Consider adoption of an ordinance of the City of Denton, Texas, ratifying the adoption of the Fiscal Year 2019-2020 Annual Program of Services (Budget) and the Capital Improvement Program of the City of Denton, Texas, for the fiscal year beginning October 1, 2019, and ending on September 30, 2020 when the Budget will raise more revenue from property taxes than last year's budget; and providing an effective date. Page 4 Printed on 911912019 City Council Meeting Agenda September 17, 2019 Attachments: Exhibit 1 Agenda Information Sheet.docx Exhibit 2 Ordinance.pdf 5. 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 — AG). 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. A. ID 19-2010 Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and United Way of Denton County for the Denton Back to School Fair; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed one thousand two hundred dollars ($1,200); and providing for an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Agreement B. ID 19-2011 Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and the Monsignor King Outreach Center, Inc.; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed four hundred dollars ($400); and providing for an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Agreement C. ID 19-2012 Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Denton County Friends of the Family, Inc.; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed six hundred and fifty dollars ($650); and providing for an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Agreement D. ID 19-2013 Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Duane White Ministries, Inc., doing business as Bridging Hope Ministries; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed eight hundred dollars ($800); and providing for an effective date. Page.5 Printed on 911912019 City Council Meeting Agenda September 17, 2019 Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Agreement E. ID 19-2014 Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Our Daily Bread, Inc.; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed three hundred dollars ($300); and providing for an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Agreement F. ID 19-2015 Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Giving Hope, Inc.; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed four hundred dollars ($400); and providing for an Attachments: G. ID 19-2016 e tt,.,.h ,,,,,,,tom H. ID 19-2017 I. J Attachments: TT) 19 -?m9 Attachments: effective date. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Agreement Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Denton Music and Arts Collaborative; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed four hundred dollars ($400); and providing for an effective date. Exhibit 1 - Aaenda Information Sheet Exhibit 2 - Ordinance and Agreement Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and United Way of Denton County, Inc.; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed eight hundred dollars ($800); and providing for an effective date. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Agreement Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute a Memorandum of Understanding with the United States Department of Homeland Security, Secret Service (USSS), providing for the City to receive reimbursements from the USSS for certain overtime cost and other expenses related to the Denton Police Department's participation in the USSS' North Texas Financial Crimes Task Force; and providing an effective date. Exhibit 1 - AIS - N. Texas Financial Crimes Task Force - FY19-20 Exhibit 2 - Ordinance & MOU Agreement - N. Texas Financial Crimes Task Forc ID 19-2033 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Page 6 Printed on 911912019 City Council Meeting Agenda September 17, 2019 Manager, or his designee, to execute a Memorandum of Understanding with the United States Department of Justice for participation in the Federal Equitable Sharing Program for Fiscal Year 2020; and providing an effective date. Attachments: Exhibit 1 - AIS - Asset Forfeiture Sharing Agreement FY19-20 Exhibit 2 - Ordinance & MOU Agreement - Asset Forfeiture Sharing Agreement K. ID 19-2034 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute an agreement with the United States Department of Justice, Drug Enforcement Administration (DEA) for the participation of the City of Denton Police Department in the Dallas Field Division Area Task Force for Fiscal Year 2020; for the purpose of curtailing illicit drug trafficking and conducting investigations to immobilize drug trafficking violators; and providing an effective date. Attachments: Exhibit 1 - AIS - DEA Task Force - FY19-20 Exhibit 2 - Ordinance & MOU Agreement - DEA Task Force FY19-20 L. ID 19-2043 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to accept the Comprehensive Selective Traffic Enforcement (STEP) Grant (Grant No. 2020-DentonPD-S-IYG-00069) from the U.S. Department of Transportation passed through the Texas Department of Transportation in the amount of $97,315.08, with a cash match in the amount of $57,729.50 from the City, equaling a combined total of $155,044.58 for the grant, for the period of October 1, 2019 through September 30, 2020; authorizing the expenditure of funds thereof, and providing an effective date. Attachments: Exhibit 1 - AIS - STEP Grant FY19-20 Exhibit 2 - Ordinance - STEP Grant FY19-20 Exhibit 3 - 2020 STEP eGrant aareement M. ID 19-2051 Consider adoption of an ordinance of the City of Denton, approving a City sponsorship in an amount not to exceed $300.00 of in-kind services and resources for Keep Denton Beautiful annual Community Tree Giveaway event on Saturday, October 19, 2019; and providing an effective date. Attachments: Exhibit 1 - Agenda Information Sheet - KDB - Tree Giveaway 1 Exhibit 2 - KDB Tree Giveaway Ordinance Exhibit 3-2017 FEMA Schedule of Equipment Rates 508 FINAL Exhibit 4 - KDB Reauest for SWR In -Kind Donation for Communitv Tree Giveaw N. ID 19-2058 Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute an agreement between the City of Denton, and Cumberland Presbyterian Children's Home, for Residential Care Assistance; authorizing the expenditure of funds in the amount of Four Hundred Dollars ($400); and providing for an effective date. Attachments: Exhibit 1 - Agenda Information Sheet - Cumberland Exhibit 2 - Ordinance -Agreement Cumberland O. ID 19-2059 Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or Page 7 Printed on 911912019 City Council Meeting Agenda September 17, 2019 his designee, to execute an agreement between the City of Denton and Explorium Denton, for expenses related to operating the Explorium Denton Children's museum; providing for the expenditure of funds in the amount of Four Hundred Dollars ($400); and providing for an effective date. Attachments: Exhibit 1 - Agenda Information Sheet - Explorium Contingency Fund Exhibit 2 - Ordinance and Agreement Explorium Denton P. ID 19-2110 Consider adoption of an ordinance of the City of Denton adopting a schedule of fees for cemeteries and use of certain park facilities; superseding all prior fees in conflict with such schedule; providing for severability; and providing an effective date. Attachments: Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance Exhibit 3 FY 19-20 Schedule of Fees (Redline) Exhibit 4 FY 19-20 Schedule of Fees (Clean) Q. ID 19-2115 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 Techline, Inc., for LED luminaires for street lighting, providing for the expenditure of funds therefor; and providing an effective date (RFP 6991 - awarded to Techline, Inc. in the five (5) year not -to -exceed amount of $4,000,000). The Public Utilities Board recommends approval (7-0). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Survey Monkey Results Exhibit 3 - Before and After Pictures Exhibit 4 - Pricing Evaluation Exhibit 5 - Ordinance and Contract R. ID 19-2116 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 Techline, Inc. for LED Control System; providing for the expenditure of funds therefor; and providing an effective date (RFP 6992 - awarded to Techline, Inc., in the five (5) year not -to -exceed amount of $2,086,865). The Public Utilities Board recommends approval (7 - 0). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Evaluation Exhibit 3 - Ordinance and Contract S. ID 19-2118 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 Techline, Inc., for the supply of Electric Aluminum Swage Connectors for the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (IFB 7093 - awarded to Techline, Inc., in the four (4) year not -to -exceed amount of $420,000). Page 8 Printed on 911912019 City Council Meeting Agenda September 17, 2019 Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - Ordinance and Contract T. ID 19-2119 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 Techline, Inc., for the supply of electric rubber insulated termination and separable goods and accessories for the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (IFB 7094 - awarded to Techline, Inc., in the four (4) year not -to -exceed amount of $820,000). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - Ordinance and Contract U. ID 19-2128 Consider adoption of an ordinance of the City of Denton, Texas, amending the City of Denton Code of Ordinances, amending 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. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Section 2-29 Subsection 4 recommended amendment Exhibit 4 - HB 2840 Enrolled V. ID 19-2132 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager or Purchasing Agent, based on signing thresholds, to execute a contract with Justin Seed Company, Inc., Harrell's LLC, Irrigator's Supply Inc., Winfield Solutions, LLC, SiteOne Landscape Supply, LLC, Horizon Distributors, Inc., Target Specialty Products, BWI Companies Inc., for the supply of landscape and turf fertilizer, insecticides, herbicides and fungicides for the City of Denton Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7099 - awarded to the lowest responsive bidder for each line item; for one (1) year, with the option of two (2) additional one (1) year extensions, in the total three (3) year not -to -exceed amount of $239,066). The purchase is in compliance with the approved Integrated Pest Management Plan (IPM). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation Exhibit 3 - LLC Members Exhibit 4 - Ordinance and Contract W. ID 19-2141 Consider approval of the minutes of August 27, 2019. Attachments: Exhibit 1 - August 27, 2019 Minutes X. ID 19-2143 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal Page 9 Printed on 911912019 City Council Meeting Agenda September 17, 2019 corporation, extending the authority of the interlocal cooperative purchasing agreement with Denton County, to authorize Denton County to provide property tax billing and collections services for the City of Denton; providing a savings clause; and declaring an effective date (File 7162 - extending a contract with Denton County to September 30, 2020, with the option for an additional one (1) year extension). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Y. ID 19-1689 Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute an agreement by and between Monsignor King Outreach Center and the City of Denton and providing for the expenditure of funds for homelessness initiatives in the amount of $400,000 for enhanced shelter services in furtherance of the coordinated system of homeless assistance programs; authorizing the expenditure of funds therefor; and providing an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - MKOC Enhanced Shelter Agreement Exhibit 3 - Ordinance Z. ID 19-1690 Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute an agreement by and between Monsignor King Outreach Center and the City of Denton and providing for the expenditure of funds for homelessness initiatives in the amount of $80,000 for emergency shelter facility improvements in furtherance of the coordinated system of homeless assistance programs; authorizing the expenditure of funds therefor; and providing an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - MKOC Facility Improvements Agreement Exhibit 3 - Ordinance AA. ID 19-2136 Consider adoption of an ordinance establishing the rates for water and water service; providing for a repealer; providing for a severability clause; and, providing for an effective date. Attachments: Exhibit 1 Agenda Information Sheet.docx Exhibit 2 FY 2019-20 Water Red Line Rate Ordinance.pdf Exhibit 3 FY 2019-20 Water Rate Ordinance.pdf Exhibit 4 Water Rate Comparison.pdf Exhibit 5 Water Rates Presentation.pdf AB. ID 19-2137 Consider adoption of an ordinance establishing the schedule of rates wastewater service; providing for a repealer; providing for a severability clause; and, providing for an effective date. Page 10 Printed on 911912019 City Council Meeting Agenda September 17, 2019 Attachments: Exhibit 1 Agenda Information Sheet.docx Exhibit 2 FY 2019-20 Red Line Wastewater Rate Ordinance.pdf Exhibit 3 Wastewater Rate Ordinance.pdf Exhibit 4 Wastewater Rate Comparison.pdf Exhibit 5 Wastewater Presentation.pdf AC. ID 19-2138 Consider adoption of an ordinance of the City of Denton, Texas, establishing the rates for Solid Waste and Recycling collection service; providing for a repealer; providing for a severability clause; and, providing an effective date. Attachments: Exhibit 1 Agenda Information Sheet.docx Exhibit 2 FY 2019-20 Solid Waste Red Line Rate Ordinance.pdf Exhibit 3 FY 2019-20 Solid Waste Rate Ordinance.pdf Exhibit 4 FY 2019-20 Rate Comparison.pdf Exhibit 5 Presentation.pdf AD. ID 19-2140 Consider adoption of an ordinance of the city of Denton, Texas establishing the schedule of rates for electric service; providing for a repealer; providing for a severability clause; and providing for an effective date. Attachments: Exhibit 1 - Agenda Information Sheet.pdf Exhibit 2 - FY2019-2020 Electric Rates redlines Exhibit 3 - FY2019-2020 Electric Rates Final AE. ID 19-2130 Consider adoption of an ordinance of the City of Denton, Texas adopting a schedule of permit fees for permits issued by the building official, including building permit fees, consumer health permit fees, fence and retaining wall permit fees, mobile home moving fees, temporary permit fees, and investigation and administrative fees; providing for severability; and establishing an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance AF. ID 19-2131 Consider adoption of an ordinance of the city of Denton, Texas adopting a schedule of fees for the Development Services and Engineering departments as authorized by the Denton Development Code for the City of Denton, Texas; providing a severability clause; providing for publication; and providing for an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance AG. ID 19-2236 Consider adoption of an ordinance of the City of Denton, Texas, adopting a schedule of fees for the Denton Public Library; superseding all prior ordinances establishing fees in conflict with such schedule; providing for severability; and providing for an effective date. Attachments: Agenda Information Sheet Library Schedule of Fees Librarv- Fee Schedule Ordinance 6. ITEMS FOR INDIVIDUAL CONSIDERATION Page 11 Printed on 911912019 City Council Meeting Agenda September 17, 2019 A. ID 19-2061 Consider nominations/appointments to the City's Boards, Commissions, and Committees: Airport Advisory Board, Animal Shelter Advisory Committee, Historic Landmark Commission, and Library Board. Attachments: Exhibit 1 - Agenda Information Sheet B&C 09-17-2019 Exhibit 2 - Nominations 09-17-2019 B. ID 19-2076 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to execute approval documents under the Joint Operating Agreement of the Texas Municipal Power Agency ("TMPA") among and between the Texas Municipal Power Agency, City of Bryan, Texas, Denton, Texas, the City of Garland, Texas and the City of Greenville, Texas, regarding the TMPA budget for the fiscal year 2020; providing for the expenditure of funds therefore; and providing an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - TMPA Resolution Exhibit 4 - TMPA FY20 Budget Package Exhibit 5 - Presentation C. ID 19-2077 Consider adoption of an ordinance of the City of Denton ("City") authorizing the Mayor to act on the City's behalf in executing an amendment to the Joint Operating Agreement (the "JOA") by and between, and among, Texas Municipal Power Agency (the "Agency") and the cities of Bryan, Denton, Garland, and Greenville (the "Parties"); and, providing an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Presentation D. ID 19-2216 Consider adoption of an ordinance of the City of Denton, a Texas municipal home rule corporation, authorizing the execution of a real estate sales contract between the City, as Buyer, and Denton Independent School District, a Texas independent school district, as Seller, for the Purchase of a 2.703 acre tract of land, more or less, being situated in the B.B.B. and C.R.R. Company Survey, Abstract No. 185, located in the City of Denton, Denton County, Texas, and known locally as 401. N. Elm St., for the purchase price of $4,498,781.00; authorizing the expenditure of funds therefor; providing for severability; and providing an effective date. Attachments: Exhibit 1 - AIS - Daybreak Building Purchase.pdf Exhibit 2 - 401 N. Elm - Daybreak Purchase.pdf Exhibit 3 - Ordinance - Davbreak Buildina 401 N Elm St. Purchase 7. PUBLIC HEARINGS A. DCA18-0009 Hold a public hearing and consider adoption of an ordinance of the City of Denton, U Texas, approving a city-wide rezoning, to coincide with zoning regulations adopted under Page 12 Printed on 911912019 City Council Meeting Agenda September 17, 2019 the newly revised Denton Development Code; establishing a penalty in the maximum amount of $2000.00 for violations thereof, providing for severability; and establishing an effective date. The Planning and Zoning Commission recommends approval (7-0). (DCA 18-0009u, DDC Update, Ron Menguna) Attachments: Exhibit 1 - Agenda Information Sheet.pdf Exhibit 2 - Zoning District Transition Chart.pdf Exhibit 3 - Table of Allowed Uses.pdf Exhibit 4 - District Purpose and Dimensional Standards.pdf Exhibit 5 - Comment Spreadsheet.pdf Exhibit 6 - Public Hearing Notice Responses in Favor.pdf Exhibit 7 - Public Hearing Notice Responses in Opposition.pdf Exhibit 8 - Draft City-wide Zoning Map.pdf Exhibit 9 - Draft Ordinance.pdf Exhibit 10 - Presentation.pdf 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of , 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 13 Printed on 911912019 City Council Meeting Agenda September 17, 2019 Page 14 Printed on 911912019 City of Denton „7 DENTON AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office DCM: Mario Canizares DATE: September 17, 2019 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Receive a report and hold a discussion from representatives of the Denton County Transportation Authority (DCTA) regarding the agency's operations and transportation services within the County and City of Denton. INFORMATION /BACKGROUND Raymond Suarez, CEO of DCTA will be attending the September 17, 2019 City Council meeting to provide an overview of services in Denton and seek feedback from the entire City Council. Mr. Suarez or members of his staff regularly attend the Mobility Committee to provide a report of activities from the agency. Mr. Suarez last presented to City Council in November 2018 shortly after he was appointed CEO of DCTA. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Not applicable. RECOMMENDATION Not applicable. FISCAL INFORMATION Not applicable. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Presentation Respectfully submitted: Mario Canizares, 940-349-8535 Deputy City Manager DCTA DENTON COUNTY TRANSPORTATION AUTHORITY STATE OF THE AGENCY PRESENTED TO THE DENTON CITY COUNCIL SEPTEMBER 17, 2019 • Leadership • Legislation • Board Members • Governance • Organizational Restructure - DCTA • Management/Leadership Approach • NTMC - LGC • Mobility as a Service Providers • Budget & Financial Plan Changes • Cost Allocation Modeling 9/17/19 19-2142 0 • New Board of Directors Structure • New Board Governance and Bylaws • New and Enhanced Engagement Strategies • New Strategic Direction 9/17/19 19-2142 ■ FY 2020 THE YEAR OF TRANSFORMATION Assessment Current Model Analysis Critique Best Practices Missing Services Under Utilized Service Evaluation Choices Additions Changes Subtractions Action Plan New Model Services Metrics Practices Policies & Procedures Cost Allocation NEXT STEPS RFQ Transformation Sprvirpc. Program Management Services Planning Cost Modeling Evaluation Choices Additions Changes Subtractions Action Plan New Model Services & Metrics& Practices Policies & Procedures Cost Allocation • Collecting Feedback to Inform Program Development and Customer Service Improvements: • Customer Service Surveys • Public and Open House Meetings in Strategic Locations Social Service Agency Roundtables in Denton and Lewisville Online and App -based Customer Engagement and Feedback Loop 9/17/19 19-2142 0 • Variety of Digital and Traditional Communication Channels • Website (RideDCTA.net) • Social Media (Facebook, Twitter, LinkedIn, YouTube) • Newsletters and Blog • Email Marketing • Rider Alerts • Route Guides and Brochures • Traditional Outreach Events • Transit 101 Classes 9/17/19 19-2142 ■ • Improved Passenger Amenities • NTMC/Bus Operator Morale and Customer Service • Passenger Recourse for Lodging Complaints/Concerns 9/17/19 19-2142 ■ • NCTC Downtown Denton Campus Corinth Station Development Cotton Belt/Silver Line Connectivity • Mobility On-Demand/Zone Service Implementation 9/17/19 19-2142 0 RESERVE FUND POLICIES • Fund Balance Reserve • Equal to 3 months operating expense • Sales Tax Stabilization Fund • Equal to 3% of annual sales tax • Fuel Stabilization Fund • Equal to $0.50/gallon of budgeted fuel • Capital Replacement/Infrastructure Maintenance Fund • Provides funding for maintenance of capital assets at sufficient level to protect DCTA's investment and maintain appropriate service levels FINANCIAL POLICIES • Maintain Internal Debt Service Coverage Ratio of 1.25X 9/17/19 19-2142 0 9/17/19 19-2142 0 •: •: YTID • - Description Act uad s WorWng Budget May 3� 20'D Proposed Budget (Decrease) OPTING FEVHNUE Passenger Revenues (Bus Farebox) 552,309 433,249 411630 624,049 190,800 Passenger Revenues (Frail Farebox) 562,424 447,200 483,985 588,272 141072 Contract Service Revenue 3,415,001 4,132,383 2,916,649 4,326,'60 1)3,777 Total Operating Ievenue $ 4,530,734 $ 5,0'2,832 $ 3,814,263 $ 5,538,481 $ 525,649 Salary, Wages and Benefits 11137,613 -2,961278 8,290,716 13,442,453 481175 Services 4,348,623 4,66381) 2,001534 3488,696 (1175,19 Materialsand applies 2,508,0'9 3'65,045 1558,092 3264,437 99,392 Utilities 439,476 503723 260,776 527,988 24,265 Insurance, Casualties and Losses 1707,911 1808,331 1130,666 1884,965 76,634 Purchased Transportation Services 8,980,451 1),342,'69 6,305,219 17,628,706 286,547 Miscellaneous 274,071 61),015 165,872 480,437 (29,579 Leases and Rentals 213,497 234,974 148,982 229,633 (5,34 Total Operating Expenses 29,609,663 34,289,336 19,861857 33,947,315 (342,021) Operating Income/ (Loss) (25,078,928) (29,276,504) (15,047,595) (28,408,834) 867,670 NON -OPTING REVENUE/ (DeNSE) Investment Income 350,924 200,000 38$925 400,000 200,000 Misc. Revenues 860,988 86,761 50,425 52,000 (34,76 Stales Tax Revenue 27,937,707 28,450,130 V,667,994 29,019,1B4 569,004 Federal Grants & Reimbursements 7,1'6,198 6,858,947 2,968,5-3 1),226,774 3367,827 State Grants & Reimbursements 1373696 23Q0 -B 780,389 (52330 Long Term Debt Interest/ Expense (1040,262) (974,984) (647,674 (909,480) 65,504 otal Non -Operating Revenue / (Expense) 35,225,555 35,924,600 21666,202 39,568,867 3,644,267 CHANGE IN NEF FOSTION- 6,648,096 5,61B,608.•• c •c 9/17/19 19-2142 0 PASSENGER REVENUES: Fixed Route $0.95 490,825 Demand Response (DR) $2.76 28,742 Zone Service (DR) $0.95 61,872 North Texas Xpress (NTX) $0.69 11,960 Frisco $1.06 5,864 Collin County Transit $1.49 3,000 9/17/19 19-2142 0 FY 2018 FY 2019 YTD Actual s FY 2020 Actual Working Budget May 3120'19 Budget PASEENGER FEVENUES Fixed Fbute $ 458,261 $ 338,600 $ 344,977 $ 466,900 Frisco 5,955 5,819 4,894 6,210 Demand Fbsponse 82,360 82,'63 55,161 138,262 OCT '23 453 1589 4,468 North Texas Xpress 5,611 6,223 5,008 8,209 Total Passenger Fevenues $ 552,309 $ 433,249 $ 411630 $ 624,049 CONTRACT SERMCES Fixed Fbute $ 57,000 $ 57,000 $ 8,000 $ 57,000 Frisco 31),575 268,545 215,136 318,790 UNT 2,432,59 3,038,147 2,230,965 3,042,508 UNT Fuel (Direct Pass Thru) 280,449 374,621 b9.998 342,730 NCTC 214,294 223,017 149,345 223,034 NCTC Fuel (Direct Pass Thru) 24,1B 46,506 17,223 46,500 OCT 97,048 124,547 1'9,736 220,598 North Texas Xpress - - 13,247 75,000 Total Contract Services $ 3,415,001 $ 4,132,383 $ 2,915,649 $ 4,326,'60 Total Bus Operations Pevenue $ 3,968,3'0 $ 4,565,632 $ 3,330,278 $ 4,950,209 9/17/19 19-2142 0 Rail Passenger Pevenue FY 20'8 FY 2019 Actual Working Budget $ 562,424 $ 447,200 $ YTD Actual s FY 2020 May 31 2019 Budget Total Feil Operations Fbvenue $ 562,424 $ 447,200 $ 483,985 $ 588,272 PASSENGER REVENUES: • Ridership • FY19 385,985 • FY20 392,182 (1.61% increase over FY19) • Average Fare per Rider - $1.50 9/17/19 19-2142 0 Bus Preventive Maintenance (PM) $1,381,752 Positive Train Control (PTC) $1,025,887 Rail Preventive Maintenance (PM) $1,013,184 PTC — Phase 2 (CRISIS` Grant) $1,544,445 Operating Assistance $2,000,000 Fleet (2019) $1,361,341 Non -Fixed Route ADA Paratransit Service $624,500 Fleet (2020) $1,041,348 Vanpool $120,000 TOTAL FEDERAL CAPITAL GRANTS $4,973,021 Acquire Safety & Security Equipment $114,317 Hike & Bike Trail — Eagle Point $780,389 * CRISI: Federal Railroad Administration's Consolidated Rail Infrastructure and Safety Improvements program 9/17/19 19-2142 0 Sales 2019-2020 Generated in Received in 2018-2019 Year Budget • Based on a 2% increase of FY19 projection Month of: Month of: Year Projection (2% Escalation) • Average growth of 5.3% (2013-2020) $35,000,000 $30,000,000 $25,000,000 $20,000,000 $15,000;000 $10,4cJ0,U44 $5,000,000 Sales Tax Trend FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 Budget Budget October December $ 2,307,128 $ 2,353,270 November ,bnuary $ 2,292,741 $ 2,338,596 December February $ 2,831728 $ 2,888,362 ,bnuary March $ 2,069,625 $ 2,111018 February April $ 2,024,082 $ 2,064,564 March May $ 2,475,826 $ 2,525,343 April ,line $ 2,484,440 $ 2,534,129 May ,lily $ 2,100,990 $ 2,234,81D ,line August $ 2,576,338 $ 2,627,865 ,lily September $ 2,181300 $ 2,225,018 August October $ 2,303,496 $ 2,441366 September November $ 2,622,395 $ 2,674,843 9/17/19 19-2142 0 Full Time Equivalent Staff Summary by Division SALARY & BENEFITS: BUS OPERATIONS DIVISION Bus Operations Management Department THIRD PARTY CONTRACT OPERATIONS Contracted Bus Services (NTMC) Bus Administration Department Customer '_:�?rvice Department 9apervisors/ Dispatchers Department Maintenance Department Bus Operators • Total Service Miles = 2,016,063 • Denton Service Miles 1,229,374 • Total Service Hours = 180,113 • Denton Service Hours 115,841 • Total Fuel Cost (All Bus) = $1,225,433 • Union (Bus Operators) Average Rate: $18.34/hr. 8.50 • Outlined by Union Contract • Previously budgeted at $18.53/hr. 14100 • 10% increase in health benefit rates 7.004 ZJ.004 ?2.004 NEW COLLECTIVE BARGAINING AGREEMENT IMPACT: 00 94.00 *Increase in benefits total $643k • Added employer -paid employee -only medical & vision coverage • Increased employer subsidy for all other medical & vision coverage types • Added $30k life & disability insurance coverage for all full-time and seasonal employees 9/17/19 19-2142 0 CONTRACT DETAIL UNITS RATE IFY 2020 TOTAL Train Crew Hours Car Miles Management/ Administration 17,000 Hours 494,285 Mi I es 12 Months $142.21 $3.50 $149,335 $2,417,570 $1729,998 $1792,0 $570,682 $2,847,060 First Transit ------------ Dispatch Operations 12 Months - $47,557 1 $237,255 Facility Maintenance 12 Months Vehicle Maintenance Annual Allowance $200,000 Maintenance of Way Annual Al lowance $260,000 Asset Management/ Technology 12 Months $6,932 $83,82 Misc. Crew Costs 90 Hours $8142 $7,328 Ticket Vending Machine Maintenance & Fbvenue Collection $38,413 DART ILA Trinity Mills Ratform Maintenance Trinity Mills Festroom Maintenance 12 Months $1380 $'6,560 $5,729 TOTAL $9,968,545 Full Time Equivalent Staff Summary by Division RAIL OPERATIONS DIVISION Rail Development Department 4.00 • Total Rail Fuel = $975k 9/17/19 19-2142 0 Full Time Equivalent Staff Summary by Division President/ CEO Department 1.00 Administration Department 2.00 Finance Department 10.00 Strategic Planning & Development Department 6.00 Marketing & Communications Department 7.00 Transit Operations Department 1.00 Human Resources Department 1.50 Information Technology Department 3.00 9/17/19 19-2142 0 BUS FLEET REPLACEMENT - $2,543,600 Bus Fleet Replacement (2020) $1,062,600 • Funded 85% by 5307 grants • Based on current Fleet Replacement Plan • Includes replacement of: • 3 non -revenue vehicles @ $42k each • 8 small low -floor vehicles @ $116k each Bus Fleet Replacement (2019) $1,481,000 (*Roll -Over from 2019) • 85% grant funded; awaiting Buy America audit 9/17/19 19-2142 ■ PROFESSIONAL SERVICES/TECHNOLOGY IMPROVEMENTS - $1,004,472 • Stadler Diagnostic Laptops $80k • Assumes replacement every 5 years in long-range financial plan • Scheduling Software $221,875 (*Roll -Over from 2019) • Integrated Fare Payment $600k (*Roll -Over from 2019) • Shared Use Mobility Study $59,507 (*Roll-over from 2019) • Server & Network Infrastructure $43,090 (*Roll -Over from 2019) 9/17/19 19-2142 0 TRANSIT SAFETY IMPROVEMENTS - $324457 * Trail Safety Improvements $124,157 (*Roll -Over from 2019) • Rail Safety Improvements $200,000 (*Roll -Over from 2019) HIKE & BIKE TRAILS - $923,427 Lewisville Bike Trail —Eagle Point $923,427 (80% grant funded: Roll -Over from 2019) 9/17/19 19-2142 0 MAJOR MAINTENANCE ITEMS: RAIL - $2,024,826 *Developed in 2019 and incorporated into the long range financial plan • Road Crossing Refurbishments $442,072 • Rail Operations & Maintenance Facility Scheduled Maintenance $39,532 • Canopy Repairs $434,683 • Stadler Vehicle OEM Replacement $1,108,539 MAJOR MAINTENANCE ITEMS: BUS - $125,000 • Bus Operations & Maintenance Facility Bridge Repair $125k 9/17/19 19-2142 ■ POSITIVE TRAIN CONTROL (PTC) - $3,062,913 PTC Implementation $1,282,358 (80% grant funded: Roll -Over from 2019) PTC Enhancements $1,780,555 • Total project cost $5M (FY20-FY21) • Funded 80% by CRISI grant ($4M) INFRASTRUCTURE ACQUISITION - $3,702,568 (Roll-over from 2019) BROWNFIELD REMEDIATION $71,210 (80% grant funded: Roll-over from 2019) 9/17/19 19-2142 0 • 2009 SALES TAX REVENUE REFUNDING BONDS: $20,890,000 total; $13,915,000 outstanding at 9/30/19 • Refunded 2008 issuance (5 -year term) • Debt service through 2029 • Proceeds used for A -train regional passenger rail project • 2011 CONTRACTUAL OBLIGATIONS: $14,390,000 total; $11,315,000 outstanding at 9/30/19 • Debt service through 2031 • Proceeds used for purchase of rail vehicles and first phase of PTC 9/17/19 19-2142 ■ Raymond Suarez Chief Executive Officer (972) 316-6032 rsuarez@dcta.net 9/17/19 19-2142 ■ City of Denton City Hall 11"AIAIU�215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com DEPARTMENT: CM: DATE: AGENDA INFORMATION SHEET Fire Todd Hileman September 17, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a policy to receive reimbursement for uncompensated charity care costs for Emergency Medical Services. BACKGROUND The City of Denton has participated in the Texas Ambulance Services Supplemental Payment Program (TASSPP) Since FY 2014-15. This federally funded program through Centers for Medicare and Medicaid (CMS) is administered by the Texas Health and Human Services (HHSC). The goal of this program is to offset a portion of the loss incurred when providing services uninsured patients. Participation in the program has reimbursed the City of Denton approximately 2.8 million since FY 2014-15. To continue participation in the TASPP, CMS requires adoption of a Charity Care Policy. If Council provides direction to move forward, the Charity Care Policy will be placed on the September 24 agenda. EXHIBITS 1. Agenda Information Sheet 2. Power Point Presentation Respectfully submitted: Kenneth Hedges Fire Chief Prepared by: Christine Taylor Fire Administration Manager Acceptance of Charity Care Policy September 17, 2019 F Background P ➢The City current) participates in the Texas Ambulance Services Supplemental Payment Program (TASSPP� ➢Federally funded and administered by the Texas Health and Human Services Commission (HHSC) ➢Offsets a portion of the loss incurred when providing services to uninsured patients jC01tTFYWWWM DENTON 9/17/2019 ID 19-1513 i'IIII Average Costs ➢Transport cost $1,146.00 ➢Payment from uninsured patients $85.00 ➢Uncollected balance $1,061.00 CITY OF DENTON 9/17/2019 ID 19-1513 Background ➢Currently 27.25% of patient transports within the City are classified as uninsured ➢Participation in the program has reimbursed approximately 2.8 million since FY 2014-15 jC01 TYF DENTON 2014-15 $ 174,279 2015-16 $890,502 2016-17 $958,281 2017-18 $805,058 Total $2,820,120 2018-19 Estimate is $750,000 9/17/2019 ID 19-1513 Why does the City need a Charity Care Policy? ➢Centers for Medicare and Medicaid Services (CMS) now require a Charity Care Policy to continue participation in the Texas Ambulance Services Supplemental Payment Program (TASSPP) that includes methodology changes ➢The City does not currently have a policy CITY OF DENTON 9/17/2019 ID 19-1513 CMS Program Changes ➢Classification of Patients: reimbursements will only be for patients classified as Charity Care versus all uninsured ➢Methodology will be based on expenses versus charges ➢Program changes are effective October 1, 2019 ➢Entity participation date in the program begins with adoption of a policy I re --- F DENTON 9/17/2019 ID 19-1513 CMS Policy Requirements " ➢The patient does not have insurance ➢The patient does not have a high propensity to pay which is determined through the insurance discovery process and payment predictor model ➢The City currently uses a payment predictor model the contracted EMS billing company Change Healthcare ➢Once a patient is classified as Charity Care, collection efforts must cease ➢ Any remaining patient balance after TASSPP Reimbursement must be written off 14 JCOI TYF�j T(� DEN 1 ON 9/17/2019 ID 19-1513 erences I Current Uninsured Reimbursement Program Uninsured patient transport Insurance discovery Payment predictor classification Future Charity Care Patient Reimbursement Program Uninsured patient transport czTv QF DENTON Insurance Discovery Payment predictor classification 9/17/2019 Collection efforts Payment arrangements Collection efforts Cease ID 19-1513 rj TASSPP Reimbursement applied TASSPP Reimbursement applied Remaining balances are pursued through collection efforts including payment arrangements Charity Care Patient remaining balances are written off II Payment Arrangement Options P ➢AII Non -Charity Care Patients are eligible for payment arrangements ➢Payment arrangements are as low as $10.00 per month ➢No interest or late fees assessed CITY OF SOMM DENTON 9/17/2019 ID 19-1513 Next Steps ➢Provide direction to continue or discontinue participation in TASSPP (approximately $800,000 per fiscal year) ➢If recommended by City Council staff will place a resolution on the next available City Council meeting for consideration and approval OF DrENTON 9/17/2019 ID 19-1513 IIII Questions? CITY OF DDE NT O N 9/17/2019 ID 19-1513 City of Denton City Hall 4"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement and Compliance CFO: Antonio Puente, Jr. DATE: September 17, 2019 SUBJECT Receive a report, hold a discussion and give staff direction regarding City participation in charitable contributions through the AmazonSmile Foundation. INFORMATION/BACKGROUND A local non-profit organization requested that the City of Denton participate in charitable contributions through the AmazonSmile platform. AmazonSmile is an Amazon program that provides an automatic way to support organizations every time a person shops, at no additional cost. Shopping at the alternative site smile. amazon. com uses the same account login and offers the same low prices, vast selection, and shopping experience as parent site Amazon.com. The added benefit is that the AmazonSmile Foundation donates a portion of the purchase price to a charitable organization of the buyer's choice. These donations are made by the AmazonSmile Foundation directly to the selected organization. On their first visit to AmazonSmile, the buyer selects a charitable organization to receive donations from eligible purchases. This selection is remembered and every eligible purchase made will result in a donation without further action needed. Eligible products are marked "Eligible for AmazonSmile donation" on their product detail pages. The AmazonSmile Foundation donation is 0.5% of eligible purchase prices. The purchase price is defined as the amount paid for the item minus any rebates and excluding shipping & handling, gift -wrapping fees, taxes, or service charges. City staff made 1,663 purchases totaling approximately $235,000 in FY 17/18. The AmazonSmile Foundation donation would therefore have totaled $1,175 if all of these purchases were AmazonSmile eligible. While the donations are automatic once the charitable organization is selected, there are some challenges to City participation. The primary challenge is selecting the organization to which the City will contribute. There are 457 Denton area organizations enrolled in the AmazonSmile program, 39 of which the City works cooperatively in other capacities. The additional challenge is ensuring all P -Card cardholders select the chosen organization within their individual Amazon account. The organization selection is based on each login, not the master City of Denton business account, and can be changed at any time. Direction is being sought due to the citywide spend and organization selection components of the AmazonSmile program. The program and options were presented to the Sponsorship Committee for direction on July 11, 2019. The Sponsorship Committee asked that the program be presented to the full City Council. Since the Sponsorship Committee presentation, city staff surveyed 8 area cities regarding AmazonSmile participation. Staff received 5 responses and all 5 cities advised they did not participate in the program as an organization. Staff also narrowed the organization list to the 39 in which contractual support relationships exist. STAFF RECOMMENDATIONS 1. Opt out of participation; or 2. Opt in and users select 1 of the 39 organizations FISCAL INFORMATION There is no additional cost to the City to participate. The AmazonSmile Foundation donation is 0.5% of eligible purchase prices. FY 17/18 City Amazon purchases totaled $235,000. This would have resulted in $1,175 in contributions if all purchases were AmazonSmile eligible. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: AmazonSmile Presentation Exhibit 3: Letter from Organization Exhibit 4: Charitable Organization List Respectfully submitted: Cassey Ogden Director of Procurement and Compliance �4,1&wmm DENTON 19-1681 iop, Arnazon gives,, Jamie Lindsay Compliance Officer & P -Card Program Manager amazon.) -mile — PI.:1„e amazon Objective Receive Direction on City Participation in the AmazonSmile Charitable Contribution Program Discussion Points • Background • Program Overview • Potential City Contributions • Organization Selection • Recommendations ■11111 kulliluuuuuuuuuuum DENTON 19-1681 7"to amazon s m i le — prime 2 Background • Received Local Organization Letter - Asked City to contribute to their organization • Researched Program and Potential City Contributions • Presented to Sponsorship Committee - Presented in July - Requested full City Council consideration • Contacted Other Cities — 8 area cities contacted; 5 responses — None of the cities participate DENTON 19-1681 rrne to amazonsmile — prime 3 Program Overview Welcome to a azonsmile prime You shop. Amazon gives. DENTON 41 A rr azon donates 0.5% of the price of your eligible Arrnaznn mile purchases to the charitable Orgarizatior of your choke. rnaznn mile is, the same Amazon you know. Same products, same prices, same service. Support your charitable organization by starting youir shopping ct smiLe.arnazon.corn. 19-1681 amazon -)mile — 4 Potentmial Colty Contribution Examples $752 FY 16/17 a Total Spend ■ Contribution FY 17/18 FY 18/19* *Projected total Welcome to , ama�onsmile — DENTON ``��� prime 5 19-1681 Organization Selection � `1r DENTON Select a charitable organization to start shopping ,oucanchangeitanythme.j Choose one of our spotlight charities • Susan G. Konen susan G. Save lives by MecLng _I,e wast critical needs in our communities and rCom en. investing in brearcthrougl' research to prevent and cure breast cancer. I Select Susan G. Komen Or pick your own charitable organization: I Denton, Texas) 19-1681 Susan G. Konen ASPCA + American Red Cross Alzheimer's. Association Cj The Nature Conservancy Welcome to amazonsmile — .—.-J9prime 6 Organization Selection 2 hU-1 Ministries A Wonam VOice Academic ScoBtercomnittee-Ryancampra Aikido Acade my of De anon Air Force Assoc iatlon All arcef and for community Developne m Alpha Chi Sg rte Frate rnity cd legate Cha pter Alpha E psi Ion Delta Alpha Phi C mega Alt nsa International Foundation Inc A—inP LoR Ministres Amca Assoc at ion for Mode m a rid Come mporary Art American Donley & Mule socety Inc Ameman Sports Missiom Ama 625 hear Foundation Inc Apostolic: Home of Prayer Alba n Last ue The 2 py Arc Teras, Inc. 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De inn FB C m he M2 Sooste r Club oyer g - --s- G H hscl,00l�mhaata B-•- ter[Iub up PamntT�cherGro Welcome iL Inc Dern Humane SIX iety Gaye r5 ire nabs Brister C. ub Fasmrtare Minstre amazonsmile — DENTON ~- 19-1681 Benefits Challenges Benefits • Charitable Giving • Simple Setup & Automation • No Additional Cost Challenges • Organization Selection • Verifying Employee Setup • Enforcement of Participation & Selection 19-1681 orrle to — amazonsmile — �....� prime 8 Recommendations Direction Requested • Should the City participate in AmazonSmile? • If yes, how should the organization(s) be selected? Recommendations 1. Opt Out of Participation 2. Opt In — Users Select 1 of the 39 Organizations DENTON 19-1681 ome to — amazonsmile — ��%prime 9 DENTON 19-1681 Welcome to amazonsmi le fir. -7 prime 10 Friends of the Denton Public Libraries 502 Oakland Denton, Texas 76201 March 15, 2019 The Honorable Chris Watts, Mayor of Denton Mr. Todd Hileman, Denton City Manager 215 E. McKinney St. Denton, TX 76201 Gentlemen, As the President of the Board of Directors of the Friends of the Denton Public Libraries (FOL), it was called to im, ,retention that, in an article appc,rr iri ,. iri Iho Dc•rrl++ri kxc or d Chronicle on March 13Th, the City o Denton utilizes the "P -card" to tir,rkt• rrrirr++r rr:;ing Amazon.com. was wondering if in doing so, the City takes advantage of the Amazon Smile program which automatically donates a small percentage of the purchase price to a designated charity. The FOL is a registered charity with the Amazon Smile program for which we receive 0.05% of the purchase price when purchases are made designating the FOL as the chosen charity. There is no cost to the purchaser in participating in this program. As you know, we are an all -volunteer, 501(c)(3) organization whose sole purpose is to raise funds for the programs of the Denton Public Libraries. We were recently officially acknowledged and commended in a resolution of the Denton City Council for our contributions to the City and the community. Our link to Amazon Smile is: https://smile.amazon.com,'ch/75-216861 If the Friends can assist you in any way, please feel free to call on me (940-387-1747 and/or robdt 5i55Crar�,yahoo.corn. It would be my pleasure and that of any of our Board members to assist you in any way possible should you be able to help fund the Friends using Amazon.com. Sincerely, 2/'," r&.� Robert Desiderato, President Board of Directors Friends of the Denton Public Libraries Organization CASA of Denton County, Inc. Communities In School of North Texas, Inc. Denton Affordable Housing Corp. Denton African American Scholarship Foundation Denton Animal Support Foundation Denton City County Day School Denton Community Food Center Denton Community Health Clinic Denton Community Market Denton Community Theater Denton County Friends of the Family Denton County MHMR Denton Dog Days Denton Festival Foundation Denton Holiday Festival Association Denton Parks Foundation Explorium Denton FairOaks Senior Housing Fred Moore Day Nursery School Inc. Friends of the Denton Public Libraries Giving Hope, Inc. Greater Denton Arts Council Greater Lewisville Youth & Family Services Habitat for Humanity of Denton County Health Services of North Texas Inc. Historic Denton Interfaith Ministries Keep Denton Beautiful Kiwanis Youth Services Monsignor King Outreach Center Music Theatre of Denton North Texas State Fair Association Our Daily Bread Pediplace RSVP Serving Denton County (Chisholm Trail Retired Senior Volunteer Program Inc) SPAN Inc. Tejas Storytelling Association Texas Filmmakers Corporation United Way of Denton County City of Denton _P" MENTON AGENDA INFORMATION SHEET DEPARTMENT: Solid Waste & Recycling Department CM/ DCM/ ACM: Mario Canizares DATE: September 17, 2019 SUBJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Receive a report, hold a discussion, and give staff direction regarding the care, management, and proposed reuse of the closed City of Denton Moseley Road Landfill. BACKGROUND The Moseley Road Landfill operated as the City of Denton's Landfill from September 1975 to approximately February of 1985. This facility, permitted as MSW Site 913 by the Texas Department of Health, is located east of the City of Denton in Denton County east of Lake Lewisville and surrounded on the north, east, and south by the City of Cross Roads. The facility has been closed pursuant to state law. Although state law requires no post -closure care at this facility, the City of Denton Department of Solid Waste and Recycling periodically inspects the closed landfill to ensure site security and assess condition of the landfill cover. Following a 2018 inspection, slope erosion across several areas of the site coupled with cover subsidence, ponding of water and percolation across the cover has necessitated site improvements to assure long term site stability. Once stabilized, the site could be made available to support long term recreational reuse opportunities. Options to address onsite issues range from patching the side slopes of the unit, a full repair of the cover system, or the complete relocation of all the waste at the facility. It is the opinion of staff and contracted engineers that relocation of the waste is not recommended due to its prohibitively high cost and consumption of airspace at the existing City of Denton Landfill. Of the two remaining options, a full replacement to of the cap is recommended due to its long-term stability solution and its promotion of potential reuse at the facility. The City of Denton Parks and Recreation Department has expressed an interest in repurposing the site to expand the City of Denton's trail and recreation network. Preliminary discussions with local biking, hiking, and other recreational community leaders has resulted in an interest in the development of a hike/bike trail at the site. Conceptual designs are being developed to help evaluate the proposal for reuse pursuant to state law. Access to the site is south off US Hwy 380 on Potter Shop Road through the City of Crossroads. The City of Denton will be working with Cross Roads to ensure safe and unencumbered access during site redevelopment and reuse. Design, construction, and ancillary effort is anticipated to take approximately 12 months from approval to proceed. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Utilities Board Considered this information at their September 9, 2019 meeting and gave a recommendation to proceed with a full repair of the cap and to work with the Town of Cross Roads on funding access improvements to the site. FISCAL INFORMATION The cost of a full repair of the landfill cap and ancillary activity, exclusive of engineering services, is estimated at approximately $3,800,000. BID INFORMATION N/A F.XIIiRITC 1. Agenda Information Sheet 2. Presentation Respectfully submitted: Brian Boerner, 349-8001 Director of Solid Waste Moseley Road Landfill Objectives Review condition of Moseley Road Landfill Regulatory requirements Define what needs to be managed Review options to repair Discuss future uses of closed the Moseley Road Landfill Identify potential fiscal impacts Moseley Road Landfill TCEQ MSW Permit No. 13 Operated from Approximately September 1974 to February 1985. Site — 74 Acres Approximately 40 acre permitted disposal area Site has completed post -closure monitoring Current site condition issues Subsidence Settling/Ponded water Erosion Located in Denton County but bounded on north, east, and south sides by City of Cross Roads. Access to landfill on City of Cross Roads Streets V, SEPTEMBER 17, 2019 - 19-2103 IN »v» g Cross w@. • z� . � � « z«� / « . ` } Site Evaluation Parkhill, Smith & Cooper Engineering Report -2018 Repair Alternatives Option 1— Do Nothing - $0 — Not Viable; something must be done Option 2 — Side Slope Patch - $1,089,800 Option 3 — Full Repair - $3,780,100 Option 4 — Waste Relocation - $38,932,100 — Cost Prohibitive Decision Driven by future use of the property Reuse of Land Over Closed MSW Landfills 30 TAC Chapter 330, Subchapter T Permitted through the TCEQ if the use involves a structure that would disturb the cover. Minimize Borings Penetrations Enclosed Structures Any structure or component that could potentially trap landfill gas Onsite operations must protect and support maintenance of existing or improved cap When selling property, notification must be given and existing development must be in compliance with Subchapter T SEPTEMBER 17, 2019 - 19-2103 HI -LE A, Coocwt NO ou "A I.,) B Aljgr)"ntfora 75 -3 -Acre Tract J6 DENTON Y a B BAIND. "AmPtON a 8ROwN Town of Cross Roads Access into the site is through the Town of Cross Roads Has requested the City of Denton pay for reconstruction of access roads Estimated cost $603,121 No legal obligation to compensate Options to consider Pay to reconstruct Pottershop Road Work with Cross Roads to compensate for incremental impact to the road Recognize our right to use road with no compensation Public Utilities Board Considered the presentation and recommendations at their September 9, 2019 meeting Proceed with Full repair of the cap Work with the Town of Cross Roads on funding access improvements to the site Next Steps Staff recommends to proceed with Option 3 — Full Repair - $3,780,100 Develop specification Onsite Stabilization Set grades for future recreation use Bid Project and Award Seek direction to contact City of Cross Roads Site Access Potential to partner to develop a destination recreation facility for the City SEPTEMBER 17, 2019 - 19-2103 QUESTIONS?, Thank you City DENTON Notes PUB 9-9-2019 — the number is PUB19-175 Council 9-24-2019 —the number is ID19-2103 City of Denton ['!TY [If DENTON AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: Sara Hensley, Assistant City Manager DATE: September 17, 2019 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Receive a report, hold a discussion, and give staff direction regarding the proposed amendments to the Naming Policy Guidelines for City Buildings, Facilities, Land, or any Portion Thereof. BACKGROUND The existing Naming Policy Guidelines for City Buildings, Facilities, Land, or Any Portion Thereof was last updated in 2012. Staff members from several departments including Parks and Recreation, Sustainability, Solid Waste, Library, and Fire reviewed the proposed updates to the policy. Within the last year, City Council requested naming opportunities to be available to help subsidize the cost of City assets and PARD took the lead on proposing amendments to the existing policy. Staff members from several departments reviewed the amendments. Minor updates to the policy define naming rights and specify naming rights are for a fixed period of time. Additionally, the application form (Exhibit 4) has been updated to be more user friendly and converted to a fillable PDF format. A red line version of the policy (Exhibit 5) is provided to highlight the proposed changes. A public hearing is scheduled on the same day after the City Council work session meeting on September 24, 2019, to gather public input regarding the proposed Naming Policy Guidelines for City Buildings, Facilities, Land, or Any Portion Thereof. RECOMMENDATION Staff believe the updates made to this policy will make it easier for individuals and/or businesses to seek out naming rights. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Resolution No. R2012-007 was approved by City Council on April 3, 2012, which repealed Resolution No. R2007-035. On February 4, 2019, the Parks, Recreation and Beautification Board recommended approval of the proposed amendments with a 5-0 vote. On May 6, 2019, a presentation was given to Council and direction was given to move forward with the amendments as proposed and place a resolution on the agenda for the next available meeting. On June 18, 2019, the proposed amendments were placed on consent agenda as a resolution. Council pulled this item and postponed voting on the resolution until further discussion could be held. On August 26, 2019, the current naming policy and proposed amendments were presented to the Denia Neighborhood and feedback was gathered. FXHiHiTS Exhibit 1 Agenda Information Sheet Exhibit 2 Presentation Exhibit 3 Proposed Resolution Exhibit 4 Application Form Exhibit 5 Proposed Amendments — Redline Respectfully submitted: Gary Packan Director, Parks and Recreation Prepared by: Ferdinand Valdez Management Analyst, Parks and Recreation Exhibit 2 OF 4j DENTON CITY ' Proposed Naming Policy Amendments September 17, 2019 Naming Policy Amendments j0tWMM Background nENTON The Naming Policy Guidelines for City Buildings, Facilities, Land, or Any Portion Thereof is an existing City policy and was last updated on April 3, 2012. (Resolution R2012-007 repealed R2007-35.) Within the last year, City Council requested naming opportunities to be available to help subsidize the cost of City assets and PARD took the lead on proposing amendments to the existing policy. Staff members from several departments reviewed the amendments. ➢On February 4, 2019, the Parks, Recreation and Beautification Board recommended approval of the proposed amendments with a 5-0 vote. On May 6, 2019, a presentation was given to Council and direction was given to move forward with the amendments as proposed and place a resolution on the agenda for the next available meeting. On June 18, 2019, the proposed amendments were placed on consent agenda as a resolution. Council pulled this item and postponed voting on the resolution until further discussion could be held. By request, on August 26, 2019, the current naming policy and proposed amendments were presented to the Denia Neighborhood and feedback was gathered. 9/17/2019 ID 19-2183 Existing Naming Policy: Overview CITY DENTON Naming opportunities include City buildings, facilities, land, or any portion thereof Provides consistent citywide guidelines for naming after an individual or organization, or for selling naming rights Defines qualifications for naming Does not include the naming of streets, fire stations or police stations Outlines situations when renaming can occur Outlines the approval process for proposed naming ID 19-2183 Existing Naming Policy: Summary of Guidelines ✓ Resident of the City of Denton ✓ Deceased five yea rs ✓ Good moral character ✓ Made exceptional contributions to •t • 9/17/2019 ✓ Made exceptional local, state, national, or world contributions ✓ Achievements represent a lasting legacy to City asset 11 --- TY F J6 DENTON ✓ City asset named through fundraising campaign, donation, or by purchasing rights ✓ Individuals must be of good moral character ✓ Organizations must be compliant with all laws & regulations V" ID 19-2183 94 Existing Naming Policy: Naming Approval Process Name submitted to the City Manager then referred to City Council Council may appoint a 7 member ad hoc naming committee, including 2 members from impacted advisory board 4OCITY F DENTON Naming committee provides a recommendation. Final decision rests with City Council Proposed Naming Policy Amendments Defines "naming rights" as it was not previously defined CITY DENTON Clarifies naming rights can be purchased for a City facility, amenity, or feature for a defined period of time as determined by City Council Specifies once a naming rights' term has ended, the facility may be renamed Proposes an updated, user friendly, PDF application form ID 19-2183 Next Steps nEN�O September 24, 2019 — Public hearing scheduled to gather additional feedback Add updates to the naming policy based on the feedback gathered, per Council's direction � Bring updated version of the naming policy back as a resolution on a future consent agenda or individual consideration item, per Council's direction � Use updated policy to seek naming opportunities for the new dog park, for example .. .1111N ID 19-2183 Questions/Comments `ITY VF DENTON RESOLUTION NO. A RESOLUTION ESTABLISHING NAMING POLICY GUIDELINES FOR CITY BUILDINGS, FACILITIES, LAND OR ANY PORTION THEREOF; REPEALING RESOLUTION NO. R2012-007; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton desires to amend the policy guidelines for naming City buildings, facilities, Iand, or any portion thereof -,.and WHEREAS, the City Council deems it in the public interest to adopt the revised policy; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The revised City of Denton Naming Policy Guidelines for City Buildings, Facilities, Land or any Portion Thereof, which is attached hereto and made a part hereof for all purposes, is hereby approved and adopted. SECTION 2. All policies inconsistent herewith are hereby repealed, including without limitation, Resolution R2012-007. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. The motion to approve this resolution was made by and seconded by approved by the following vote - 1: Aye Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse L. Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: the resolution was passed and Nay Abstain Absent PASSED AND APPROVED this the day of 12019. CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY [WIS APPROVED AS TO LEGAL FORM: AARON LEAL,CCITY ATTORN BY: � �. CITY OF DENTON NAMING POLICY GUIDELINES FOR CITY BUILDINGS, FACILITIES, LAND, OR. ANY PORTION THEREOF I. GENERAL These policy guidelines are intended to address naming opportunities when a citizen, group, or organization submits a nomination to name a City building, facility, land, or any portion thereof. The City Council may initiate the naming of any building, facility, land, or any portion thereof at its discretion and may apply the following guidelines in City Council initiated naming. The City Council may choose to waive any part of these guidelines by three -fourth's vote of the entire City Council. These policy guidelines do not address the naming of streets, fire stations, or police stations. II. DEFINITIONS City Buildings. City owned facilities which are open to the public and used to conduct City business. Buildings may include, but are not limited to, City Halls, civic/community centers, conference/convention centers, public libraries, and public utility buildings/structures. City Facilities. City owned structures, amenities, or features, which are open to the public and used for City business, or public attractions of any kind, including, but not limited to, athletic fields, bridges, fountains, gymnasiums, library collections and/or department's interior and exterior spaces, meeting rooms, picnic shelters, playground equipment, recreation facilities, swimming pools, tennis courts, and basketball courts. City Land. Real estate owned and/or managed by the City, including park property and other open space areas. Funded Project. Any project that the City has fully funded prior to the start of construction. Non -Funded Project. Any project that the City wishes to construct, but for which it lacks designated funding. Naming Rights. A financial transaction whereby a corporation, organization, individual, or other entity purchases the right to name a facility, amenity, or feature for a defined period of time. III. NAMING OF A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF AFTER AN INDIVIDUAL It is intended that all the criteria in this section be satisfied when considering the naming of a City facility, building, land, or any portion thereof after an individual. A. Naming After an Individual 1. The individual must be deceased at least five (5) years; and 2. The individual must have been a resident of the City of Denton; and 3. The individual must be of good moral character and must not have been convicted of a felony, or Class A or B misdemeanor; and 4. The individual should have made exceptional contributions to the City of Denton, the State of Texas, or the United States of America; and the individual's achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. B. Naming After an Individual Who Performed Outstanding or Heroic Service Buildings, facilities, land, or any portion thereof may also be named in memory of individuals who died in the line of duty serving the City of Denton, the State of Texas, or the United States of America; or died performing a heroic act, such as saving the Iife of another person; or a deceased individual who has made a significant and lasting contribution to humanitarian causes on a world or national level. In these instances as appropriate, the City may elect to obtain or attempt to make contact for approval from living family members of the individual recommended for having a City building, facility, land, or any portion thereof named in their honor. C. Naming After a Foundation, Business, or Organization 1. If consideration is given to naming a City building, facility, land, or any portion thereof after a foundation, business, or organization, the foundation, business, or organization considered should have made exceptional local, state, national, or world contributions; and their achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. 2. In selected instances, a City building, facility, land, or any portion thereof may be named after a foundation, business, or organization that makes a unique and extraordinary contribution to the development and/or usage of the City building, facility, land, or any portion thereof being named. The merits and value of each such naming shall be evaluated on a case-by-case basis. IV. NAMING A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF THROUGH FUND RAISING OR BY PURCHASING NAMING RIGHTS 1. Any individual for which a City building, facility, land, or any portion,thereof may be named must be of good moral character and must not have been convicted of a felony, or Class A or B misdemeanor. Any foundation, business, or organization must be compliant with all applicable laws, rules, and regulations. 2. A City building, facility, land, or any portion thereof may be named as part of a public fundraising campaign, donation, or by purchasing naming rights. The City Council may approve other non -monetary donations for naming rights. 3. Naming rights for a funded project can be accepted at any point during construction. 4. A funding agreement for the naming rights of a non -funded project must be in place prior to start of construction. 5. The required donation to acquire the naming rights of a City building, facility, land, or any portion thereof shall be as determined by the City Council on a case- by-case basis. 6. All funds contributed to naming a City building, facility, land, or any portion thereof will be nonrefundable. 7. In the event a donor fails to meet the total required commitment, the City Council may reconsider the naming of the City building, facility, land, or any portion thereof. 8. It should not be assumed that a financial contribution guarantees that a City building, facility, land, or any portion thereof will be named after an individual or a business, foundation, or organization. 9. Naming rights will be for a defined period of time as determined by City Council on a case-by-case basis. V. PLAQUES, MARKERS, AND MEMORIALS A. Plaques, markers, and memorials that are requested to be located on a City building, facility, land, or any portion thereof must be reviewed and approved by the City as to design and maintenance requirements. B. Total costs for purchasing plaques, markers, and memorials involved in the naming of a new City building, facility, land, or any portion thereof, as well as up to five (5) years of maintenance costs, shall be paid by the nominating individual or organization, unless City Council waives such funding. This provision has no application in those instances where the costs of plaques, markers, or memorials are included in the design and construction costs of a project. VI. RENAMING OF A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF A. In order to honor the decisions of previous City Councils and descendants of individuals after whom a City building, facility, land, or any portion thereof are named, renaming shall typically not occur within the defined naming time proscribed by the approving City Council. B. If it is determined that circumstances have changed such that the criteria set forth in III.A.3 or IV.1 is no longer met, the City Council may elect to remove the name from the City building, facility, land, or any portion thereof. Further, a City building, facility, land, or any portion thereof named after a foundation, business, or organization, which dissolves, is convicted of criminal acts, or for other good and valid reasons, may be renamed. C. Once the agreed upon term for naming rights has ended, the facility may be renamed. VII. PROCEDURES FOR NAMING CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF A. Groups or individuals may submit nominations for naming a City building, facility, land, or any portion thereof by submitting a nomination to the City Manager on the City of Denton Name Application Form For City Buildings, Facilities, Land, or any portion thereof. B. The City Manager, upon the receipt of the City of Denton Name Application Form For City Buildings, Facilities, Land, or any portion thereof, shall refer such naming request to the City Council. C. The City Council may appoint a seven -member ad hoc Naming Committee to review the naming request submitted by a citizen or organization. Such committee shall be nominated by individual City Council members. In the event of a City Council initiated naming, the Council may, if it desires, appoint an ad hoc committee as outlined herein to investigate and recommend one or more names for Council consideration. D. At least two members of the ad hoc Naming Committee shall be selected from any impacted advisory or governing board. E. The name or names submitted will be considered by the members of the ad hoc Naming Committee. The committee shall be guided by the provisions of this policy and shall provide a recommendation to the City Council for consideration. F. The final decision for naming a City building, facility, land, or any portion thereof shall rest with the City Council. Exhibit 4 CITY OF DENTON Sponsorships and Donations Application Please type or print clearly in ink: Date: I am making one of the following contributions: Sponsorship Donation Reason for the contribution (program or event name, City asset, etc.) Type of contribution (cash, in-kind goods, in-kind service, etc.) Value of Contribution: Office Use Only By signing this form, I agree that I did not receive anything for personal benefit in the process of accepting this contribution. Print Name Signature Date Are you currently in the process of planning, permitting, procurement or involved in litigation against the City? F]Yes F]No Point of Contact First Name Last Name Organization/Company Name (if applicable) Address City State Zip Phone Number Individual/Organization Representative: Email Address Exhibit 5 CITY OF DENTON NAMING POLICY GUIDELINES FOR CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF I. GENERAL These policy guidelines are intended to address naming opportunities when a citizen, group, or organization submits a nomination to name a City building, facility, land, or any portion thereof. The City Council may initiate the naming of any building, facility, land, or any portion thereof at its discretion and may apply the following guidelines in Ciiy-Council initiated naming. The Ciiy-Council may choose to waive any part of theseis guidelines by three -fourth's vote of the entire City Council. These policy guidelines do not address the naming of streets, fire stations, or police stations„ ef fiamifig based en II. DEFINITIONS City Buildings. City owned facilities which are open to the public and used to conduct City business. Buildings may include, but are not limited to, City Halls, civic/community centers, conference/convention centers, public libraries, and public utility buildings/structures. City Facilities. City owned structures, amenities, or features, which are open to the public and used for City business, or public attractions of any kind, including, but not limited to, athletic fields, bridges, fountains, gymnasiums, library collections and/or department's interior and exterior spaces, meeting rooms, picnic shelters, playground equipment, recreation facilities, swimming pools, tennis courts, and basketball courts. City Land. Real estate owned and/or managed by the City, including park property e+and other open space areas. Funded Proiect. Any project that the City has fully funded prior to the start of construction. Non -Funded Proiect. Any project that the City wishes to construct, but for which it lacks designated funding. Namin2 Rights. A financial transaction whereby a colporation, organization, individual, or other entity purchases the right to name a facility, amenity, or feature for a defined period of time. III. NAMING OF A CITY BUILDING, FACILITY, —LAND, OR ANY PORTION THEREOF AFTER AN INDIVIDUAL It is intended that all the criteria in this section be satisfied when considering the naming of a City facility, building, land, or any portion thereof after an individual. A. Naming After an Individual 1 1. The individual must be deceased at least five (5) years; and 2. The individual must have been a resident of the City of Denton; and 3. The individual must be of good moral character and must not have been convicted of a felony, or Class A or B misdemeanor; and 4. The individual should have made exceptional contributions to the City of Denton, the State of Texas, or the United States of America; and the individual's achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. B. Naming After an Individual Who Performed Outstanding or Heroic Service Buildings, facilities, land, or any portion thereof may also be named in memory of individuals who died in the line of duty serving the City of Denton, the State of Texas, or the United States of America; or died performing a heroic act, such as saving the life of another person; or a deceased individual who has made a significant and lasting contribution to humanitarian causes on a world or national level. In these instances as appropriate, the City may elect to obtain or attempt to make contact for approval from living family members of the individual recommended for having a City building, facility, land, or any portion thereof named in their honor. C. Naming After a Foundation, Business, or Organization 1. If consideration is given to naming a City building, facility, land, or any portion thereof after a foundation, business, or organization, the foundation, business, or organization considered should have made exceptional local, state, national, or world contributions; and their achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. 2. In selected instances, a City building, facility, land, or any portion thereof may be named after a foundation, business, or organization that makes a unique and extraordinary contribution to the development and/ -or usage of the City building, facility, land, or any portion thereof being named. The merits and value of each such naming shall be evaluated on a case-by-case basis. IV. NAMING A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF THROUGH FUND RAISING OR BY PURCHASING NAMING RIGHTS 1. Any individual for which a City building, facility, land, or any portion thereof may be named, must be of good moral character and must not have been convicted of a felony, or Class A or B -misdemeanor. Any foundation, business, or organization must be compliant with all applicable laws, rules, and regulations. 2 2. A City building, facility, land, or any portion thereof may be named as part of a public fundraising campaign, donation, or by purchasing naming rights. The City Council may approve other non -monetary donations for naming rights. 3. Naming rights for a funded project can be accepted at any point during construction. 4. A funding agreement for the naming rights of a non -funded project must be in place prior to start of construction. 5. The required donation to acquire the naming rights of a City building, facility, land, or any portion thereof shall be��'�as determined by the City Council on a case-by-case basis. 6. All funds contributed to naming a City building, facility, land, or any portion thereof will be nonrefundable. 7. In the event a donor fails to meet the total required commitment, the City Council may reconsider the naming of the City building, facility, land, or any portion thereof. 8. It should not be assumed that a financial contribution guarantees that a City building, facility, land, or any portion thereof will be named after an individual or a business, foundation, or organization. 9. Naming rights will be for a defined period of time as determined by City Council on a case-by-case basis. V. PLAQUES, MARKERS= AND MEMORIALS A. Plaques, markers, and memorials that are requested to be located on a City building, facility, land, or any portion thereof, must be reviewed and approved by the City as to design and maintenance requirements. B. Total costs for purchasing plaques, markers, and memorials involved in the naming of a new City building, facility, land, or any portion thereof, as well as up to five (5) years of maintenance costs, shall be paid by the nominating individual or organization, unless City Council waives such funding. This provision has no application in those instances where the costs of plaques, markers, or memorials are included in the design and construction costs of a project. VI. RENAMING OF A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF A. In order to honor the decisions of previous City Councils and descendants of individuals after whom a City building, facility, land, or any portion thereof -are named, renaming shall typically not occur within the defined naming time proscribed by the approving City Council. 3 B. If it is determined that circumstances have changed such that the criteria set forth in III.A.3 or IV.1 is no longer met, the City Council may elect to remove the name from the City building, facility, land, or any portion thereof. Further, a City building, facility, land, or any portion thereof named after a foundation, business, or organization, which dissolves, is convicted of criminal acts, or for other good and valid reasons, may be renamed. C. Once the agreed upon term for naming rights has ended, the facili , may be renamed. VII. PROCEDURES FOR NAMING CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF A. Groups or individuals may submit nominations for naming a City building, facility, land, or any portion thereof, by submitting a nomination to the City Manager on the City of Denton Name Application Form For City Buildings, Facilities, Land, or any portion thereof. B. The City Manager, upon the receipt of the City of Denton Name Application Form For City Buildings, Facilities, Land, or any portion thereof, shall refer such naming request to the City Council. C. The City Council may appoint a seven -member ad hoc Naming Committee to review the naming request submitted by a citizen or organization. Such committee shall be nominated by individual Cily Council members. In the event of a City Council initiated naming, the Council may, if it desires, appoint an ad hoc committee as outlined herein to investigate and recommend one or more names for Council consideration. D. At least two addi�members of the ad hoc Naming Committee shall be selected from any impacted advisory or governing board. E. The name or names submitted will be considered by the members of the ad hoc Naming Committee. The committee shall be guided by the provisions of this policy and shall provide a recommendation to the City Council for consideration. F. The final decision for naming a City building, facility, land, or any portion thereof shall rest with the City Council. 4 �•l Y �►�1•17.1►\i►\/\TI !1� •7.r Y r•1►\i K•17T� K• t ► •[mp ai..issa iis:i_�i��... �v_.ai._..�.. �... �iuse�_as■:.�.��:��i.s i.s�...iusiria_as �...s ..� 10&ipIa .,r o of .t1,y rhis Name shoWd be fieeessj� Eefisilt�ed. Please iii•ltideiis City of Denton City Hall 41%1�m 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office ACM: Sara Hensley DATE: September 17, 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. 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 17, 2019 work session: Elected Officials Serving on Community Boards i. Workshop on potentially altering current City requirements for elected officials to serve on community board such as the Economic Development Partnership Board. b. Requestor: Mayor Pro Tem Hudspeth c. Date Requested: June 18, 2019 d. Related Informal Staff Report: N/A e. Policy decision or estimated staff time to complete report: Work session request 2. Denton County MHMR Funding a. Requestor: Council Member Armintor b. Date Requested: August 28, 2018 c. Related Informal Staff Report: No. 2018-139 Denton County MHMR (Exhibit 3) d. Policy decision or estimated staff time to complete report: Work session request 3. Request to expand the downtown TIF grant categories to include applicants wishing to make improvements to meet accessibility requirements for people with disabilities a. Requestor: Council Member Meltzer b. Date Requested: August 29, 2019 c. Related Informal Staff Report: N/A d. Policy decision or estimated staff time to complete report: Policy decision EXHIBITS Exhibit 1— Agenda Information Sheet Exhibit 2 — Presentation Exhibit 3 — No. 2018-139 Denton County MHMR Respectfully submitted: Stuart Birdseye Assistant to the City Manager 17-Y HALL Requests for Information a City Council Meeting,,,, September 10,, 201% AL .4, OF DENTON '00 It "I 'Ire, mffff� 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 Nr Amp 5 ►j.� f Legistar ID: 2019-2084 2,,o 7 N s `�e. ' '� a Background • City Manager's Office and/or City Attorney's Office will estimate the amount of time required to respond to each request • Staff report requests estimated to take more than two hours to complete, policy decisions, and work session requests 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 Legistar ID: 2019-2084 7 Work Session Process • Up to seven requests will be reviewed per meeting (one per Council Member) • 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 provide feedback and indicate time to respond to the request then have up to one minute to their support for the use of staff • Staff will respond to all requests where a consensus of Council is established AMP �Aw- u w. [min Legistar ID: 2019-2084 r 4of 7 ��.. . �. t� �° L��. ., . Item 1 • Elected Officials Serving on Community Boards • Workshop on potentially altering current City requirements for elected officials to serve on community board such as the Economic Development Partnership Board. • Requestor: Mayor Pro Tem Hudspeth • Date Requested: June 18, 2019 • Related Informal Staff Report: N/A • Policy decision or estimated staff time to complete report: Work session request Nr q .. 5 �' ►.j1.� f 7 a Amp pw,N I Dim Legistar ID: 2019-2084 Item 2 • Denton County MHMR Funding • Requestor: Council Member Armintor • Date Requested: August 28, 2018 • Related Informal Staff Report: No. 2018-139 Denton County M H M R (Exhibit 3) • Policy decision or estimated staff time to complete report: Work session request Legistar ID: 2019-2084 I �,� 6 of 7 ZJW r �`F ' ; r Item 3 • Request to expand the downtown TIF grant categories to include applicants wishing to make improvements to meet accessibility requirements for people with disabilities • Requestor: Council Member Meltzer • Date Requested: August 29, 2019 • Related Informal Staff Report: N/A • Policy decision or estimated staff time to complete report: Policy decision Nr 7 of 7 Legistar ID: 2019-2084 -, , ��� �, _ . r ti �. r r h P Date: September 28, 2018 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL S11R.1FCT: Report No. 2018-139 On August 28, 2018 during concluding items, Council Member Armintor requested a staff report to give an overview of what Denton County MHMR (MHMR) is, how it is funded, and any challenges with funding. BACKGROUND: Denton County MHMR is a local non-profit community center designated as the local Mental Health and Intellectual & Developmental Disabilities Authority for Denton County, Texas. Due to the high volume of programs that MHMR implements and its diverse funding sources, staff asked Denton County MHMR's Executive Director, Pam Gutierrez, to provide the information requested by CM Armintor. The discussion information attached as Exhibit 1 was respectfully submitted by Executive Director Pam Gutierrez. DISCUSSION: In addition to the information provided to staff by Denton County MHMR in Exhibit 1, staff can add the following information to describe how the City has worked with MHMR and supported mental health initiatives in the community. Funding for MHMR Housing Units: The City of Denton has provided Home Investment Partnerships Program (HOME) funding to support the Denton Affordable Housing Corporation's program to rehabilitate housing units that are made available to MHMR clients. Two units were rehabilitated in 2017-18. A minimum of one additional unit is scheduled to be completed during the 2018-19 program year. Human Services Grant Funding: The City of Denton has provided public services grant funding support for single programs in MHMR at different intervals in the grant program's history as well as current funding. The Human Services Grant funded a MHMR program from FY00-01 through FY04-05. The program was discontinued and MHMR did not seek funding again until FYI 4-15. At that time the Human Services Grant provided funding for the HCS Residential Care Services - IDD Direct Care Support. The funding provides salary reimbursement for staff who assist residents with activities of daily living. The program has been continuously funded through FYI 7-18. The HCS Residential Care Services - IDD Direct Care Support program is being transitioned to a partnership with Texas Woman University so MHMR is not seeking continued funding for this program. In the application for FYI 8-19 Human Services grant, MHMR elected to seek funding for the LOSS Team an on-call team available 24/7 in response to reports of suicide in the amount of $15,000. The application was recommended for funding by the Human Services Advisory Committee and approved by City Council with the FY 2018-19 Annual Program Budget Ord 9 18-1456. Behavioral Health Leadership Team Denton has engaged in collective impact through the Denton County Behavioral Health Leadership Team. "Collective impact" describes an intentional way of working together Date: September 28, 2018 Report No. 2018-139 and sharing information for the purpose of solving a complex problem using a community -wide strategic lens. The approach is more likely to solve complex problems than if a single nonprofit were to approach the same problem(s) on its own because there is no single solution—not one entity, or one person—that can solve the crises across the behavioral health and housing spectrum. This team advocates and facilitates a collaborative person -centered behavioral health system to repair and restore lives. The City participates in collaboration with many other public and private partners including MHMR. ATTACHMENT(S): Exhibit 1 - Denton County MHMR Information Document by Executive Director Pam Gutierrez STAFF CONTACT: Danielle Shaw Human Services Coordinator 940-349-7237 Danielle. Shaw@CityofDenton.com EXHIBIT 1 DENTON COUNTY MHMR MENTAL HEALTH SERVICES Eligibility and Intake People with mental health needs access our services through our hotline/intake line (1-800-762- 0157). This line operates 24 hours a day and provides an initial screening for individuals to determine if clients are in crisis or in need of ongoing mental health services. Individuals who qualify based on need and diagnosis are referred to our open intake process. Intake consists of a diagnostic assessment, psychosocial history, and a uniform assessment of level of care that is required by the state. The Uniform Assessment used is either the Adult Needs and Strengths Assessment (ANSA) or the Children's Assessment of Needs and Strengths (CANS). The scores on the ANSA/CANS determine the level of care that is appropriate for the individual at that time. Levels of Care Adult The levels of care for our adult and children's services are delineated by acuity of need and are labeled Level of Care 1, 2, 3 or 4. The higher the level of care assigned the more acute the need of the client and the more services that are available to them. A general outline of the levels of care and services provided in each level of care is presented below: Level of Care 1: The general focus of this array of services is to facilitate recovery by reducing or stabilizing symptoms, improve the level of functioning, and/or prevent deterioration of the individual's condition. Natural and/or alternative supports are developed to help the individual in their recovery. Services are most often provided in outpatient, office -based settings, and are primarily limited to medication, rehabilitative services, and education. We currently have 1556 clients in this level of care. Level of Care 2: The overall focus of services in this level care is to improve level of functioning and/or prevent deterioration of the individual's condition so that the individual is able to continue to work towards identified recovery goals. Natural and/or alternative supports are developed to help the individual in their recovery process. Services are most often provided in outpatient, office -based settings and include psychotherapy services in addition to those offered in LOC -1. We currently have 126 clients in this level of care. We have and five PRN counselors who provide cognitive behavioral therapy. Level of Care 3: Services in this level of care are generally intended for individuals who enter the system of care with moderate to severe levels of need who require intensive rehabilitation to increase community tenure, establish support networks, increase community awareness, and develop coping strategies in order to function effectively in their social environment (family, peers, school). This may include maintaining the current level of functioning. A rehabilitative case manager who is a member of the therapeutic team provides supported housing and Co - Occurring Psychiatric and Substance Abuse Disorders (COPSD) services, if needed. We currently have 199 clients in this level of care. Adult case managers have mixed caseloads and see individuals in all levels of care. We currently have 19 case managers in this program. EXHIBIT 1 Level of Care 4: Using an integrated services approach, the Assertive Community Treatment team (ACT) merges clinical and rehabilitation staff expertise (e.g., psychiatric, substance abuse, employment, and housing) within a mobile service delivery team that works in partnership with the person in recovery from his or her home. Accordingly, there will be minimal referral of individuals to other programs for treatment, rehabilitation, and support services. Limited use of group activities designed to reduce social isolation or address substance use/abuse issues is also acceptable as part of ACT. We currently have 41 clients in this level of care. We have 5 case managers, 2 nurses, and 1 psychiatrist for this team. The psychiatrist for this team is Denton County MHMR's medical director. Clients in all the above levels of care also receive psychiatric, nursing, peer support, medication management and crisis services as part of their level of care. These services are funded through general revenue funds for uninsured or reimbursed through Medicaid or Medicare. Only 23% of our current adult client population has Medicaid. Levels of Care Children Level of Care 1: The services in this LOC are intended to meet the needs of the child/youth whose only identified treatment need is for medication management. Children/youth served in this LOC may have an occasional need for routine case management services but do not have ongoing treatment needs outside of medication related services. While services delivered in this LOC are primarily office based, services may also be provided at school or in the community. We currently have 103 clients assigned to this level of care. Level of Care 2: The purpose of this LOC is to improve mood symptoms or address behavioral needs while building strengths in the child/youth and caregiver. The services in the LOC target a specific, identified treatment need. Services should be provided in the most convenient location for the child/youth and caregiver, including the office setting, school, home, or other community location. We currently have 141 individuals assigned to this level of care. Level of Care 3: The purpose of this LOC is to reduce or stabilize symptoms and/or risk behaviors, improve overall functioning, and build strengths and resiliency in the child/youth and caregiver. Services should be provided in the most convenient location for the child/youth and caregiver, including the office setting, school, home, or other community location. Providers may need to consider flexible office hours to support the complex needs of the child/youth and caregiver. We currently have 52 individuals in this level of care. Children's case managers have mixed caseloads and see individuals in all levels of care. We currently have 9 case managers in this program. Level of Care 4: The purpose of this LOC is to reduce or stabilize symptoms and/or risk behaviors, improve overall functioning, and build strengths and resiliency in the child/youth and caregiver through a treatment team approach. Services should be provided in the most convenient location for the child/youth and caregiver, including the office setting, school, home, or other community location. Providers may need to consider flexible office hours to support the EXHIBIT 1 complex needs of the child/youth and caregiver. We currently have 5 individuals assigned to this level of care. Level of Care Young Children The services in this LOC are intended to meet the needs of the young child (ages 3-5) with identified behavioral and/or emotional treatment needs. The young child may also exhibit a moderate degree of life domain functioning impairments that require multiple service interventions. The purpose of this LOC is to reduce or stabilize symptoms, improve overall functioning, and build strengths and resiliency in the child and caregiver. The focus of services is placed on the dyad relationship as this relationship is the primary context for young children. These primary relationship(s) set the stage for future social -emotional behavior and future relationship behavior. Services should be provided in the most convenient location for the child and caregiver, including the office setting or home. We currently have 12 individuals in this level of care. Children's case managers have mixed caseloads and see individuals in all levels of care. We currently have 9 case managers in this program. Clients in all the above levels of care also receive psychiatric, nursing, medication management, family partner services, and crisis services as part of their level of care. These services are funded through general revenue funds for uninsured or reimbursed through Medicaid or Medicare. 77% of our current client children's population has Medicaid. Our Crisis services are provided 24 hours a day, throughout the county. These services are typically provided in the community or in alternative treatment environments such as schools, hospitals, and jails. The initial assessment through crisis services is to help people experiencing a psychiatric crisis through assessment and problem solving. Our crisis services help facilitate higher levels of care such as hospitalization, if needed. These services can include facilitation of those needing hospitalization who have insurance or payment for hospitalization for those who are uninsured. As the initial crisis period is alleviated clients are transitioned to outpatient crisis services (that can last up to 90 days) that include psychiatric, nursing, case management and skills training, cognitive behavioral therapy and referrals. Once a client is finished with outpatient crisis services they are transitioned to the appropriate level of care within our outpatient services or referred to the community. Continuity of care and court liaisons work with clients who are going to local hospitals or to state hospitals to ensure that there is continuity of their inpatient care and outpatient services. Additionally, they monitor the care at the state hospital and are part of the treatment team at the state hospital. There are two Licensed Chemical Dependency Counselors (LCDC) on staff. One LCDC facilitates substance abuse groups four times a week and meets with individuals in all levels of care. Our other LCDC position is grant funded by Health and Human Services Commission (HHSC) and is dispatched with the Mobile Crisis Outreach Team to conduct substance abuse assessments and facilitate placement if needed. EXHIBIT 1 YES WAIVER The YES Waiver is a Medicaid waiver program for children with mental health. This programs provides services including intensive case management, psychiatric services, wraparound services, adaptive aids and supports, community living supports, family supports, respite, and many other types of alternative therapies with the goal of helping a child who is at risk of placement. The waiver services are funded through Medicaid. Denton County MHMR contracts with other providers to provide choice for clients in their service providers. We currently have 18 individuals in this program. We have three staff dedicated to these clients. Pre -Admission Screening and Resident Review (PASRR) This service is provided by the center for clients who are in nursing homes who may have mental health needs. Our role is to assess if the client does have mental health issues, monitor the current treatment of the services being provided, and supplement the care that is received if it is determined that the nursing home or facility cannot accommodate all of the mental health needs. The initial assessments for these clients is a fee for service payment model, however the ongoing service coordination is funded through general revenue. Texas Correctional Office on offenders with Medical or Mental Impairment (TCOOMMI) The purpose of this program is twofold. The first purpose is to coordinate transitioning of mental health care for offenders leaving the state correctional department and reintegrating back to their communities. The second purpose is to have collaborative approach with Parolees, their parole officer and our services to ensure that the specific needs of this population are met. The goal of this collaboration is safe reintegration to the community and to cut down on jail recidivism. The funding for this program comes mainly through a contract with Texas Department of Criminal Justice. We have one case manager assigned to the clients in this program dedicated to teaching skills needed to safely and successfully reintegrate into the community. The program also has a continuity of care coordinator responsible for intakes into the program. The number of clients in this program varies between 25-35 clients. TCOOMMI contracts with the center for these services. Youth Mental Health First Aid This program is an 8 -hour evidenced -based public education program that introduces participants to risk factors and warning signs of mental illnesses for adolescents and transition you, ages 12- 18. The course builds an understanding of the importance of early intervention and teaches participants how to offer initial help to a young person experiencing a mental health challenge. This program is taught by our trained staff to educators throughout the county. The recent legislative session also made it possible for us to deliver this training to those who teach in the university or college settings. The materials, training, and staff are funded through our mental health contract with Health Human Service Commission (HHSC). Local Psychiatric Bed Days/Diversion Beds This program is designed to allow clients to receive inpatient psychiatric care in local hospitals rather than being sent to the state hospital. Keeping an individual closer to their community and support systems helps to ensure better integration back to the community upon discharge from a psychiatric facility as well as helping to cut down the number of beds used at the state facilities. The state hospitals are almost always full and this funding helps to keep individuals from waiting EXHIBIT 1 for inpatient services. This local hospitalization also cuts transportation costs for agencies involved in the clients care. This is funded through our mental health contract with the state. This funding does not cover all the costs occurred by Denton County MHMR for bed day utilization. The state hospitals are often full, or on diversion which means that a individuals who needs state hospital care may be diverted as far away as El Paso or continue to utilize a local psychiatric bed. The cost to the center for these local beds far exceeds the amount funded through this program. The safety of individuals and communities is at risk when individuals are unable to access inpatient psychiatric care. North Texas State Hospital (NTSH) is the Center's catchment hospital. These services are funded through HHSC competitive grant. Connections: Housing and Urban Development (HUD) The connections program is a permanent supportive housing grant that is managed by Denton County MHMR. The goal is to move chronically homeless individuals with disabilities towards self-sufficiency and independence by using an integrated approach. The services include case management, life skills, psychiatric services, housing, therapy, transportation and food pantry. This program has two fulltime staff and approximately 20 clients and 1 family. The funding for this program comes from a grant through HUD. Local Outreach to Suicide Survivors (LOSS TEAM) Our LOSS team is a program that works to reach out to families and loved ones who have experienced a recent suicide loss. The LOSS team responds with the medical examiner to provide comfort and support for families who have lost someone to suicide. This team, made up of a suicide survivor and a trained clinician respond and work with family members so that police and medical examiners can do their job at a suicide scene. The goal of the LOSS team is to begin the process of healing for the family and to make sure that they have resources and access to ongoing care that they may need following the traumatic event of suicide. The LOSS team also provides delayed response activities that help support and link affected family members with appropriate resources. The team conducts follow up calls for up to 1 year following the suicide death, providing loved ones with much needed support. This program is funded through donations and fundraising at the local level. PROJECTS FUNDED THROUGH THE 1115 WAIVER Crisis Residential The Crisis residential program is a psychosocial rehabilitation program providing treatment for 12 individuals (6 females and 6 males) who pose some risk of harm to themselves, posing some functional impairment, and are unable to be stabilized in a less restrictive environment. This program provides up to 8 hours a day of skills training, process groups, and substance abuse groups. Individuals are also able to see a psychiatrist and receive nursing services. The facility itself is not locked however it is a monitored 24 hours a day by staff to ensure that individuals are safe and not in need of a higher level of care. This program offers services for individuals between 7-14 day stay. This program has been funded by the 1115 grant and will require additional funding to continue operating past 2019. EXHIBIT 1 Psychiatric Triage Center The Psychiatric triage center offers a 24 hour walk-in option for people who are in psychiatric crisis. Individuals can come to the psychiatric triage for an assessment which determines the least restrictive environment the person can receive care. The psychiatric triage allows for law enforcement to bring individuals to the facility rather than hospital emergency rooms cutting down on both law enforcement time and hospital utilization. This process allows for individuals to begin receiving appropriate services within minutes of arrival rather than waiting for care in settings that might not be appropriate such as jails, hospitals, or other community settings. This program has been funded by the 1115 grant and will require additional funding to continue operating past 2019. Integrated Health Clinic The Integrated clinic provides individuals with a one stop option for both psychiatric and physical health needs. Individuals in this clinic have access to a psychiatric provider, a general practitioner, and a case manager. This integrated approach allows for tremendous and efficient collaboration between the treatment team that is beneficial to both the providers and the individuals. The clinic is accepting individuals with Medicaid and Medicare only at this time. The Integrated Clinic has been funded with 1115 Federal funding which ends in 2019. Without additional funding this program is in jeopardy of continuing. First Episode Psychosis This is a new program serving 20-30 individuals experiencing their first psychotic episode. This program will consist of a Licensed Professional of Healing Arts (LPHA), who will serves as the team lead and two case managers focusing on employment and skills training. Individuals in this program must be between the ages of 15 and 30. Individuals in this program will also have access to our Psychiatrist, Nurses, Peer Support Specialist, and Family Partner. This program is funded by HHSC. Psychiatric Services Individuals are provided an evaluation and treatment options that may include medication and possible monitoring by an advanced nurse practitioner or a psychiatrist. Individuals may also receive medication monitoring from registered nurses within the clinic. These services are funded through HHSC. Current Issues: The Center currently does not have a waitlist for services however overserves for children and adults. Health and Human Services Commission contracts with the Center to provide services to individuals with behavioral health needs. Our Psychiatric Triage Facility, Crisis Residential Facility and Integrated Clinic are at risk of losing the current funding and operations. We struggle daily with enough inpatient psychiatric beds to meet the needs of our community. Denton currently does not have any regulated low cost housing options and this creates a tremendous burden for the individuals we serve. EXHIBIT 1 INTELLECTUAL AND DEVELOPMENTAL DISABILITY (IDD) SERVICES The following information provides a brief description of services and supports for individuals with intellectual and developmental disabilities (IDD) provided by the Denton County MHMR Center (Center.) Some of the following services and supports have an interest list because they are not currently available. Eligibility Determination Eligibility determination involves assessing the individual to determine eligibility for IDD services. The process includes evaluating the person for the presence of intellectual and developmental disorders and determining the level of support needed for the person to function and remain in the community. The individual's intellectual and adaptive strengths are evaluated to determine the appropriateness of admission and guide recommendations for services and further assessments. Approximately twenty-five to thirty individuals are assessed each month for an average of 300-360 individuals annually. This service is funded with state General Revenue (GR.) Service Coordination Service Coordinators assist individuals to access medical, social, educational, and other appropriate services and supports that will help achieve a quality of life and community participation desired by the individual. The service coordinator links individuals to service providers and other agencies to meet their support needs. The Service Coordination department also provides Continuity of Care, Permanency Planning, Enhanced Community Coordination, and Nursing Facility Pre -Admission Screening and Resident Review (PASSRR) Service Coordination. In total, the Center currently provides Service Coordination for 984 individuals, including 572 people in Home and Community-based Services (HCS), 157 people in Texas Home Living (TxHmL), 210 people in General Revenue (GR), and 45 individuals in Nursing Facility Pre -Admission Screening and Resident Review (PASRR). Sixty-seven percent of the individuals in General Revenue services have Medicaid. This service is funded with state General Revenue funds for individuals who do not have Medicaid. For individuals who have Medicaid, this service is funded by Medicaid through the Texas Medicaid Health Partnership (TMHP.) Home and Community Based Services (HCS) This is a Medicaid waiver program funded with state and matching federal dollars which offers the following services to enrolled individuals: adaptive aids, minor home modifications, dental, audiology, dietary, nursing, specialized therapies, day habilitation, respite, employment assistance or supported employment, Community First Choice, Host Home (Foster Care), and group home residential options. HCS is funded with state, and matching federal funds. There are three residential types in HCS: • Group homes — The Center operates eight group homes with a maximum of four beds in each home. Thirty-two people currently receive this service, and there are no vacant beds. These homes are staffed with around the clock, awake staff. • Host Home — The Center currently serves sixty-seven people in Host Home (formerly known as Foster Care.) One or two individuals live in a contract provider's residence and EXHIBIT 1 the contractor provides all of the daily living supports. The Center has fifty-six regular contracts, and eight relief contracts. Community First Choice — Personal Assistance Services and Habilitation (PAS/HAB) services provide individualized supports and activities based on the individual's desired personal goals. Services are provided at the individual's home and at community locations. Supports include activities that foster and promote people's ability to perform functional living skills. Supports also include transportation to work and community activities. Community support promotes participation in the community and activities that help preserve the family unit and community placement. Forty-four people currently receive this Medicaid funded service. Texas Home Living (TxHmL) This is a Medicaid waiver program funded with state and matching federal dollars which offers the following services to enrolled individuals: adaptive aids, minor home modifications, dental, audiology, dietary, nursing, specialized therapies, day habilitation, respite, employment assistance or supported employment, and Community First Choice. Individual's can live in their own home or their family's home. The Center currently has thirty-six individuals enrolled in TxHmL. Specialized Therapies This service provides assessment and treatment by licensed or certified professionals in the areas of: nursing, counseling, occupational therapy, physical therapy, speech and language therapy, audiology, dietary and behavioral supports. Behavioral Health (Psychiatric) Individuals are provided evaluation and treatment options that may include medication, monitoring, and clinical consultation by a qualified professional Seventy-one people receive this service at the Morse Street clinic, and approximately thirty additional people receive this service at the Denton and Lewisville outpatient clinics. This service is billed to private insurance, Medicaid Card for individuals with Medicaid, or state General Revenue for individuals who do not have Medicaid or insurance. Day Habilitation Day habilitation provides assistance with acquiring and improving self-help, socialization and adaptive skills related to community living. Day habilitation is provided in a group setting on a regularly scheduled basis and includes personal assistance for individuals who need help managing their personal care needs. The Center currently serves (through contracts with ten Day Habilitation providers in eleven locations) 76 individuals in HCS, 16 individuals in TxHmL, and 83 individuals in General Revenue. Vocational Training This service provides vocational skills training in a sheltered workshop in order to provide individuals with work -oriented experiences. This service is only available to people funded with state General Revenue. The Center is currently serving eight individuals in this service. EXHIBIT 1 Respite Services This service provides either regular or crisis relief to the unpaid caregiver on a short-term basis when the caregiver is temporarily unavailable. Respite is provided by trained staff and can occur in the individual's home or another location. The Center operates one home where Respite services are provided. In 2018, 92 individuals were provided Respite services, eighteen of which received in-home respite services. Employment Assistance Employment assistance helps individuals obtain paid, competitive employment in the community. It includes helping identify employment preferences, job skills, and work requirements. The Center is currently providing this service to two individuals. This service is funded through HCS, TxHmL, or GR until the Texas Workforce Commission makes contact with the individuals to open a case then funding is provided through the Texas Workforce Commission. Supported Employment This service is provided to an individual who has paid competitive employment in the community. It provides support to help sustain that employment. The Center is currently providing this service to twenty-two individuals. This service is funded through HCS, TxHmL, or GR until the Texas Workforce Commission makes contact with the individuals to open a case then funding is provided through the Texas Workforce Commission. Community Living Options Information Process This service provides information to 449 people residing at the Denton State Supported Living Center that enables them and their families to make informed decisions about living options outside the State Supported Living Center. Each individual is assessed each year, and staff attend their Annual Planning Conferences to present information and provide any requested resources. The service is provided by Center staff for Denton County residents, and through Inter -local Agreements with neighboring Centers in Dallas, Tarrant, and Collin Counties. Crisis Intervention Services IDD Crisis Intervention Services utilizes therapeutic and habilitative interventions to holistically address the stressors for individuals that result in significant behavioral and psychiatric challenges. The Crisis Intervention Specialist collaborates with Local Authority Staff and the Transition Support Team to identify individuals with IDD who are experiencing crisis. The Crisis Intervention Specialist provides education and training through the use of prevention and stabilization strategies, such as coping techniques. The Crisis Intervention Specialists assists individuals, caregivers, providers, and the community on how to manage potential crisis events, as well as refer to appropriate service providers. In 2018, Crisis Intervention Services were provided to 91 individuals. Current Issues The center has experienced a decrease in the transportation services rate. This service allows for the center to provide transportation to individuals, many times transporting to community jobs, dayhabs, and other integrated settings that could not be completed for these individuals without this service. In 2017 a 20% reduction was applied to this service. This dropped rates by $4.68 per EXHIBIT 1 hour. Also at this time billing guidelines were updated to only allow billable time when the individual was present in the vehicle. This cut automatically cut our billing by 50% in many cases. Individuals within our center and community continue to rely on this service to maintain community jobs and integration. TxHmL continues to see extremely low billing rates and was deeply affected by the rate cuts in transportation services. Additionally no TxHmL slots have been awarded to Denton County within the past few years. TxHmL population continues to decrease and have become continually more difficult to serve due to low rates and transportation cuts. The Texas legislature has not funded any additional slots since August 2016. Applicants in Denton County are placed on an interest list for waiver services. Individuals may be on this list for well over a decade before receiving an HCS slot. Currently the wait list for Denton residents is at 2,363. In August 2016 10 slots were released to Denton County residents. The last significant release was in 2015 but mainly affected TxHml with 100+ slots released at that time. In the fall of 2016 all slots were frozen for the next two years. Texas Legislature will consider and vote on the potential release of 2,375 HCS slots statewide this January in the 86th Legislative session. There is however no guarantee of these slots to be approved for release. Respectfully Submitted: Pam Gutierrez Executive Director Denton County MHMR City of Denton - City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com DEPARTMENT: CFO: DATE: AGENDA INFORMATION SHEET Finance Antonio Puente Jr. September 17, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, levying the ad valorem property tax of the City of Denton, Texas, for the year 2019, on all taxable property within the corporate limits of the city on January 1, 2019, and adopting a tax rate of $0.590454 per $100 of valuation for 2019; providing revenues for payment of current municipal maintenance and operation expenses and for payment of interest and principal on outstanding City of Denton debt; providing for limited exemptions of certain homesteads; providing for enforcement of collections; providing for a severability clause; and providing an effective date. BACKGROUND The proposed tax rate of $0.590454 per $100 valuation is used to fund the FY 2019-20 Proposed Budget. This proposed tax rate is $0.030030 lower than the prior year, and is the effective rate. Of the proposed tax rate, $0.385364 will be applied to fund operations and maintenance in the General Fund and $0.205090 will be applied to fund tax -supported debt. The vote on this ordinance adopting a tax rate only requires a simple majority of the City Council if adopting the effective tax rate or a rate below the effective tax rate. The proposed rate of $0.590454 is equal to the effective tax rate of $0.590454 and therefore only requires a simple majority of the City Council for passage. The super majority requirement (at least 60% of the City Council) is required for a tax rate adoption exceeding the effective tax rate. This requirement is set forth in the Texas Tax Code Chapter 26.05 Tax Rate. RECOMMENDATION Staff recommends adoption of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The FY 2019-20 Proposed Budget was submitted to the City Council on July 30, 2019. A workshop to present the details of the Proposed Budget to the City Council was conducted on August 1, 2019. The City Council also discussed the Proposed Budget during Work Sessions on August 13, August 20 and September 10th. A Public Hearing on the Budget was held on September 10. In addition, two public hearings were held on the proposed tax rate on August 20 and September 10. FISCAL INFORMATION The proposed property tax rate will generate $74,532,231, of which, $7,763,202 will come from the tax limitation on over 65 and disabled person(s). $47,996,976 will be used to fund operations and maintenance in the General Fund, $25,543,391 will be used to fund tax -supported General Obligation and Certificates of Obligation debt, $732,107 will be generated for the Downtown Tax Increment Reinvestment Zone district, and $259,757 will be generated for the Westpark Tax Increment Reinvestment Zone district. EXHIBITS Exhibit 1— Agenda Information Sheet Exhibit 2 — Ordinance Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared by: Nick Vincent 349-8063 Budget Manager ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, LEVYING THE AD VALOREM PROPERTY TAX OF THE CITY OF DENTON, TEXAS, FOR THE YEAR 2019, ON ALL TAXABLE PROPERTY WITHIN THE CORPORATE LIMITS OF THE CITY ON JANUARY 1, 2019, AND ADOPTING A TAX RATE OF $0.590454 PER $100 OF VALUATION FOR 2019; PROVIDING REVENUES FOR PAYMENT OF CURRENT MUNICIPAL MAINTENANCE AND OPERATION EXPENSES AND FOR PAYMENT OF INTEREST AND PRINCIPAL ON OUTSTANDING CITY OF DENTON DEBT; PROVIDING FOR LIMITED EXEMPTIONS OF CERTAIN HOMESTEADS; PROVIDING FOR ENFORCEMENT OF COLLECTIONS; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, after notice of the proposed tax rate and public hearing on the budget and proposed tax rate were published in the Denton Record Chronicle, and posted on the City's internet web site, and its public access television channel as required by law, on September 10, 2019, the City Council of the City of Denton ("City") held one public hearing on the proposed budget, and two public hearings were held on the proposed tax rate on August 20, 2019, and September 10, 2019; and WHEREAS, this Ordinance sets a tax rate of $0.590454 that, if applied to the total taxable value, will impose an amount of taxes to fund maintenance and operation expenditures of the City that exceeds the amount of taxes imposed for that purpose in 2018; and WHEREAS, the City Council deems it in the public interest to adopt a tax rate for the 2019 tax year of $0.590454; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. By authority of the Charter of the City of Denton, Texas, and the Laws of the State of Texas, there is hereby levied and adopted for the tax year 2019, on all taxable property situated within the corporate limits of the City of Denton, Texas, on January 1, 2019, a tax rate of $0.590454 for each $100 of taxable value. SECTION 3. Of the total tax rate, $0.385364 for each $100 of taxable value is hereby included, adopted and shall be distributed to the General Fund of the City to fund maintenance and operation expenditures of the City in accordance with Section 26.05(a)(2) of the Texas Property Tax Code and any other applicable laws. SECTION 4. Of the total tax rate, $0.205090 for each $100 of taxable value is hereby included, adopted and shall be distributed to pay the City's debt service as provided by Sections 26.04(e)(3)(C) and 26.05(a)(1) of the Texas Property Tax Code and any other applicable laws. SECTION 5. THIS TAX RATE WILL RAISE MORE TAXES FOR MAINTENANCE AND OPERATIONS THAN LAST YEAR'S TAX RATE. SECTION 6. The City Manager, or his designee, is directed to include the following statement on the home page of the City's Internet website: THE CITY OF DENTON, TEXAS, ADOPTED A TAX RATE THAT WILL RAISE MORE TAXES FOR MAINTENANCE AND OPERATIONS THAN LAST YEAR'S TAX RATE. SECTION 7. Pursuant to Article 8, Section 1-b of the Texas Constitution, and pursuant to the provisions of Scction 11.13(n) of the Texas Property Tax Code, one-half percent of the assessed value of residential homesteads, or $5,000 of the assessed value of residential homesteads, whichever amount shall be greater, shall be exempt from City ad valorem taxes. SECTION 8. Pursuant to Article 8, Section 1-b of the Texas Constitution, $50,000 of the assessed value of residential homesteads of persons 65 years of age or older shall be exempt from City ad valorem taxes for 2019. SECTION 9. Pursuant to Article 8, Section 1-b of the Texas Constitution, $50,000 of the assessed value of residential homesteads of disabled persons shall be exempt from City ad valorem taxes for 2019. SECTION 10. For enforcement of the collection of taxes hereby levied the City of Denton shall have available all rights and remedies provided by law. SECTION 11. If any section, subsection, paragraph, sentence, clause, phrase or word in this Ordinance, or the application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance and the City Council of the City of Denton, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 12. This Ordinance shall become effective immediately upon its passage and approval at a regular meeting of the City Council of the City of Denton, on this the 17'h day of September 2019, at which meeting a quorum was present and the meeting was held in accordance with the provisions of the Tex. Gov't Code, Section 551.001 et seq. The City Secretary is hereby directed to record this Ordinance and the vote to adopt the tax rate. 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: PAGE 2 Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2019. ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: CHRIS WATTS, MAYOR PAGE 3 City of Denton - City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com DEPARTMENT: CFO: DATE: AGENDA INFORMATION SHEET Finance Antonio Puente Jr. September 17, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, approving the 2019 tax rolls; and providing an effective date. BACKGROUND As a component of the budget process, the City is required by Chapter 26 of the Texas Property Tax Code to approve the tax roll on an annual basis. The tax levy is calculated by taking the 2019 Certified Appraisal Roll (excluding property values under protest) and applying the 2019 adopted tax rate. The anticipated collection rate is 99.5 percent. RECOMMENDATION Staff recommends adoption of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The FY 2019-20 Proposed Budget was submitted to the City Council on July 30, 2019. A workshop to present the details of the Proposed Budget to the City Council was conducted on August 1, 2019. The City Council also discussed the Proposed Budget during Work Sessions on August 13, August 20 and September 10th. A Public Hearing on the Budget was held on September 10. In addition, two public hearings were held on the proposed tax rate on August 20 and September 10. FISCAL INFORMATION The approval of the tax roll will enable the County to mail tax bills in October 2019. EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Ordinance Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared by: Nick Vincent 349-8063 Budget Manager ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING THE 2019 TAX ROLLS; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby approves the 2019 tax rolls of the City of Denton, Texas, which will result in a tax levy in the estimated amount of $74,532,231 based on the Certified Appraisal Roll as approved by the Appraisal Review Board of the Denton Central Appraisal District. 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 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 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: C e r[ -1w( City of Denton - City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: Antonio Puente Jr. DATE: September 17, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, adopting the Fiscal Year 2019-2020 Annual Program of Services (Budget) and the Capital Improvement Program of the City of Denton, Texas, for the fiscal year beginning on October 1, 2019, and ending on September 30, 2020; and declaring an effective date. BACKGROUND The FY 2019-20 Proposed Budget was submitted to the City Council on July 30, 2019. A workshop to present the details of the Proposed Budget to the City Council was conducted on August 1, 2019. The City Council also discussed the Proposed Budget during Work Sessions on August 13, August 20 and September 10th. A Public Hearing on the Budget was held on September 10. In addition, two public hearings were held on the proposed tax rate on August 20 and September 10. The following changes were made to the City Manager's Proposed Operating and Capital Budget as directed by City Council: General Fund • Increase Development Fee Revenue $ 2,800,000 • Funded Development Fee Grant $ 150,000 • Increased Meet and Confer Allocation $ 60,000 • Increased City Council Contingency Budget $ 700 • Increased Election Expense $ 50,000 • Funded Downtown Pressure Washing $ 35,000 • Decreased Engineering Services Transfer $ (500,000) • Our Daily Bread Security $ 18,850 • Permitting and Planning Software Maintenance $ 300,000 • Comprehensive Plan Update $ 95,000 • Living Wage Impact $ 13,398 • Volunteer Animal Services Coordinator $ 77,896 • Additional Animal Control Officers $ 132,346 • Signs and Marketing FTE $ 67,697 • Traffic Signal FTE $ 78,859 Capital Improvement Plan • Facility Rehabilitation $ 10,000,000 • Fire Station 8 $ 5,000,000 • Lake Forest Dam Repair $ 3,000,000 The FY 2019-2020 Budget is summarized by fund in the Budget Resource and Expenditure Summary, which is attached to the ordinance. RECOMMENDATION Staff recommends adoption of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The FY 2019-20 Proposed Budget was submitted to the City Council on July 30, 2019. A workshop to present the details of the Proposed Budget to the City Council was conducted on August 1, 2019. The City Council also discussed the Proposed Budget during Work Sessions on August 13, August 20 and September 10th. A Public Hearing on the Budget was held on September 10. In addition, two public hearings were held on the proposed tax rate on August 20 and September 10. EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Ordinance Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared by: Nick Vincent, 349-8063 Budget Manager ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, ADOPTING THE FISCAL YEAR 2019- 2020 ANNUAL PROGRAM OF SERVICES (BUDGET) AND THE CAPITAL IMPROVEMENT PROGRAM OF THE CITY OF DENTON, TEXAS, FOR THE FISCAL YEAR BEGINNING ON OCTOBER 1, 2019 AND ENDING ON SEPTEMBER 30, 2020; AND DECLARING AN EFFECTIVE DATE. WHEREAS, notice of a public hearing on the Annual Program of Services for the City of Denton, Texas, for the Fiscal Year 2019-2020 (Budget) was heretofore published on August 23, 2019, which was not earlier than the 30`x', or later than the 10`x' day before the date of said public hearing and such other notice was given in accordance with all applicable law; and WHEREAS, the proposed Budget was filed with the City Secretary and posted on the City's Internet website in accordance with all applicable law; and WHEREAS, a public hearing on said Budget was duly held on September 10, 2019, and all interested persons were given an opportunity to be heard for or against any item thereof, and WHEREAS, on July 22, 2019, the Public Utilities Board recommended the Electric, Water, Wastewater, and Solid Waste utility operations budgets and capital improvements to be constructed during the coming year; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The Budget for the City of Denton, Texas, for the fiscal year beginning on October 1, 2019, and ending on September 30, 2020 prepared by the City Manager and filed with the City Secretary, as amended by the City Council, is hereby approved and adopted, a copy of which Budget is attached hereto and incorporated by reference herein. SECTION 3. The City Council hereby appropriates from available resources to the following funds: FY 2019-20 BUDGET EXPENDITURE SUMMARY EXPENDITURES ADOPTED General Fund $ 136,496,548 General Debt Service Fund $ 91,839,176 Electric Fund $ 229,228,209 Water Fund $ 51,061,763 Wastewater Fund $ 38,324,875 Solid Waste Fund $ 38,450,401 Airport Fund $ 1,544,652 Customer Service Fund $ 6,226,208 Technology Services Fund $ 18,058,384 Materials Management Fund $ 18,206,841 Fleet Management Fund $ 10,829,427 Risk Retention Fund $ 4,016,076 Health Insurance Fund $ 30,605,532 Engineering Services Fund $ 8,573,613 Facilities Management $ 4,964,302 Street Improvement bund $ 15,731,116 Recreation Fund $ 6,784,595 Tourist & Convention Fund $ 3,416,493 Police Confiscation Fund $ 177,105 Traffic Safety Fund $ 2,000,000 Roadway Impact Fee Fund $ 5,000,000 Parks Gas Well Fund $ 70,000 Tree Mitigation Fund $ 2,413,100 Public Education Government Fund $ 440,000 McKenna Trust Fund $ 90,000 Downtown Tax Increment Financing Fund $ 150,000 Westpark Tax Increment Financing Fund $ 206,951 Police Donations $ 10,000 Fire Donations $ 10,000 Animal Control Donations $ 151,000 Library Donations $ 50,000 Parks Donations $ 39,401 Park Land Dedication Trust Fund $ 500,000 Park Development Trust Fund $ 500,000 Downtown Reinvestment Fund $ 48,513 Economic Development Investment Fund $ 500,000 TOTAL OPERATING EXPENDITURES $ 726,714,281 Grant Program 4,764,323 Capital Improvements Program 502,078,393 TOTAL EXPENDITURES $ 1,233,556,997 PAGE 2 SECTION 4. The City Council approves the capital improvements proposed to be constructed during the forthcoming year, which are incorporated in the 2019-2020 Budget. SECTION 5. The Budget includes certain unlisted, authorized and unpaid encumbrances from the prior fiscal year to be carried over to the 2019-2020 Budget as determined by the City Manager or his designee. SECTION 6. The City Council hereby ratifies all prior transfers made under the direction of the City Manager for the current and prior fiscal years pursuant to Article VIII, Section 8.07 of the City Charter of the City of Denton. At any time during the fiscal year, the City Manager may transfer any part of the unencumbered appropriation balance or the entire balance thereof between programs or general classifications or expenditures within a fund that has been appropriated by the City Council. For the purpose of this Ordinance, the City Council defines an organizational unit as set forth in Article VIII, Section 8.07 of the City Charter, to be a fund that has been appropriated by the City Council. SECTION 7. The City Manager, or his designee, shall cause copies of the Budget to be filed with the City Secretary, County Clerk of Denton County, and the State Comptroller of Public Accounts in Austin, Texas, and shall post a copy of the Budget as hereby adopted on the City's Internet website in accordance with applicable law. SECTION 8. This Ordinance shall become effective immediately upon its passage and approval at a regular meeting of the City Council of the City of Denton, Texas, on this the 17`h day of September 2019, at which meeting a quorum was present and the meeting was held in accordance with the provisions of Tex. Gov't Code § 551.001, et. seq. The City Secretary is hereby directed to record this Ordinance and the vote to adopt the Budget. 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 PAGE 3 ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: � G� �rlCl✓4.,� b� PAGE 4 City of Denton - City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com DEPARTMENT: CFO: DATE: AGENDA INFORMATION SHEET Finance Antonio Puente Jr. September 17, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, ratifying the adoption of the Fiscal Year 2019-2020 Annual Program of Services (Budget) and the Capital Improvement Program of the City of Denton, Texas, for the fiscal year beginning October 1, 2019, and ending on September 30, 2020 when the Budget will raise more revenue from property taxes than last year's budget; and providing an effective date. BACKGROUND Chapter 102 of the Local Government Code (LGC) requires certain provisions to be taken when the adoption of a budget will require raising more revenue from property taxes than in the previous year. Specifically, Chapter 102.007 Section C of the LGC states: "Adoption of a budget that will require raising more revenue from property taxes than in the previous year requires a separate vote of the governing body to ratify the property tax increase reflected in the budget. A vote under this subsection is in addition to and separate from the vote to adopt the budget or a vote to set the tax rate required by Chapter 26, Tax Code, or other law." The FY 2019-2020 Budget will require raising more revenue from property taxes than in the previous year. Because of this, the City Council is required to take separate action to vote to ratify the adopted budget. RECOMMENDATION Staff recommends adoption of the ordinance. FISCAL INFORMATION The FY 2019-2020 proposed tax rate is $0.590454 per $100 valuation, which is $0.030030 lower than the FY 2018-2019 tax rate. The FY 2019-2020 Adopted Budget will raise more revenue ($4,129,863) from property taxes than last year's Budget. This additional revenue includes property tax revenue generated by new value. EXHIBITS Exhibit 1— Agenda Information Sheet Exhibit 2 — Ordinance Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared by: Nick Vincent, Budget Manager C)RDINANCF.. AN (_)RI}INANCE 01' "I'l lk CITY [_)1 D1.N 1 () 1 1:411 . ICA I II,1'IN(i TI 11? ADOI)TION OF '1'1IF FISC'AI, YEAR 2010-2020 ANNUAL PROGRAM {)I S11:kVIC'II'S (BUDGE"I') AND THE' CAPITAL IMPROVE^,MENT PROGRAM OF `I'Ilk; CITY Ul' DII.N I'()N, '1E'XAS, FOR THE FISCAL Yl -AR BFUNNING ON OC'T0111:R 1, 2019, ANI) I:NI INU ON S1;1 T1`MBF?IZ 30, 2020, W1-11'IN TI IF' IIt►DGI "I' W11,1, RAIS1, MORE REVf"N'tII? HR M PROPI:R"1TY TAXES THAN LA' I YEAR'S BUDGE,"I'; AND PROVIDING AN F.ljl'l'.0 lV1: DATE. Vk I i I "REAS, the City Council ofthe City of Denton, "Texas, has previously on this day of (.)t.l)W1111W1 17, 2019, adopted the Fiscal Year 2019-20 Annual Program of Services (Budget) and the Ciipltal Improvement Program for the City of Denton and set a tax rate for 2019 in separate votes and actions; and WHEREAS, this Budget will raise more revenue from property taxes than last year's kid -M-, and W1-11 REAS, Section 102.007 of the 'Texas local Government C'o(lc i cquires the City Council to take a separate vote to ratify the property tax increase rellectecl in ilia- Budget when it will raise niore total property taxes than last year's budget; NOW, l 111 1z1'I ORI", THE COUNCIL OF "1'1(1? CI 1 1 1 )I 1 )I til l ()`� III 1,, 1, 1 i ( )RDAINS: SECTION 1. The Iintlings :yet 16rth in the preamble of this Ordinance are incorporated into the body of this Ordinance as if fully scat f6oh herein, SECTION 2. The City Council licrelly rMifies the adoption of the City of Denton Fiscal Year 2019-2020 Annual Program ol'Ser% ices (Buil-_ c0 and the ('�i:)Ilal Improvement Program that will raise more revenue from property taxes than lust yc it's Bt d--ct. The City Council hereby ratifies the property tax increase reflected in the Budgct. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval at a regular meeting of -the City Council of -the City of Denton, Texas on this the 17`'' day September 2019, at which meeting a quorum was present and the meeting was held in accordance with the provisions of Tcx. Gov't Code § 551.001, epi. ,vvq The City Secretary is hereby directed to record this Ordinance and the vote to ratify approwil ol'the adoption ofthc Budget that will raise more revenue from property taxes than last year's budget. The motion to approve this Ordinance was made by _ and seconded by , the Ordinance was passed and approved by the following vete - 1: Aye Nay Abstain Absent Mayor Chris Watts: Gerard Iludspeth, 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. ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY 0 BY: CHRIS WATTS, MAYOR Page2 City of Denton City Hall 41%1�m 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM/ DCM/ ACM: Sara Hensley DATE: September 17, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and United Way of Denton County for the Denton Back to School Fair; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed one thousand two hundred dollars ($1,200); and providing for an effective date. BACKGROUND This Agreement allows for the total expenditure of $1200 from Council Contingency Funds. (Council Member Meltzer, $500; Council Member Hudspeth, $200; and Council Member Davis, $500.) Key provisions of the Agreement include: Funds shall be used for the sole purpose of paying expenses for the 2019 Back to School Fair in the City of Denton.. In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required upon request. FISCAL INFORMATION Funding for the Agreement will come from Council Contingency Funds. EXHIBITS Exhibit 1— Agenda Information Sheet Exhibit 2 — Ordinance and Agreement Respectfully submitted: Stuart Birdseye Assistant to the City Manager Prepared by: Marcel Akhame City Manager's Office Intern S:A1,ega1\0ur Documents\Ordinances\19\ORDINANCR - Back to School Pair - Final Copy.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND UNITED WAY OF DENTON COUNTY FOR THE DENTON BACK TO SCHOOL FAIR; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE SAID AGREEMENT; PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT TO EXCEED ONE THOUSAND TWO HUNDRED DOLLARS ($1,200); AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the purpose of the Denton Back to School Fair is to help families and their students afford all necessary supplies as they prepare for going back to school; and WHEREAS, the Denton Back to School Fair occurs annually in early August to allow parents to acquire school supplies for their students before the start of the school year; and WHEREAS, Council Member Meltzer, Hudspeth, and Davis donated a total of $1,200 from available council contingency funds; and WHEREAS, the City of Denton supports non-profit organizations that strive to make the City of Denton a better place by providing help for at -risk individuals in the community; and WHEREAS, the City Council of the City of Denton hereby finds that the service agreement between the City and the United Way of Denton County, attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and is in the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this ordinance are incorporated by reference into the body of this ordinance as if fully set forth herein. SI;CI'ION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement attached hereto, and to carry out the duties and responsibilities of the City under the Agreement, including the expenditure of funds in an amount not to exceed $1,200 in accordance with the terms of the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. S:ALegal\our Documents\Ordinances\19\ORDINANCE - Back to School Pair - Final Copy.doc The motion to approve this ordinance was made by and seconded by . This ordinance was passed and approved by the following vote [ - 1: Aye Nay Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely 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 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: sAlcgal\our documents\contracts\ 19\service agreement - back to school Iltir - until copy.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND UNITED WAY OF DENTON COUNTY "]'his Agreement is hereby entered into by and between the City of'Denton a Texas home rule municipal corporation, hereinafter referred to as "City", and United Way of Denton County, Inc., hereinafter referred to as "United Way". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the 2019 Back to School Fair's general expenses; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SCOPE Ol" SERVICES United Way shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: The funds being provided to United Way will be for the sole purpose of paying expenses for the 2019 Back to School Fair in the City of Denton. II. OBLIGATIONS OF UNIT ED WAY In consideration of the receipt of funds from City, United Way agrees to the following terms and conditions: A. Twelve Hundred Dollars and no/100 ($1,200.00) shall be paid to United Way by City to be utilized for the purposes set forth in Article I. B. United Way will maintain adequate records to establish that the City fiords are used for the purposes authorized by this Agreement. C. United Way will permit authorized officials of City to review its books at any time. D. Upon request, United Way will provide to City its By I,aws and any of its rules and regulations that may be relevant to this Agreement. E. United Way will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. Page I of 6 sAegal\our dOCLIoICnls\contracts\19\service agreement - back to school fair - final copy. doe F. United Way will appoint a representative who will be available to meet with City officials when requested. III. TIME OF P1"RFORMANCE The services funded by City shall be undertaken and completed by United Way within the following time frame: The term ofthis Agreement shall commence on the effective date and terminate September 30, 2019, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. 1)AYMENTS A. PAYMENTS TO UNITED WAY. City shall pay to United Way the sum specified in Article 11 after the effective date of this Agreement. B. EXCESS PAYMr-.NT. United Way shat l refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to United Way; 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. EVAL,UA`I'ION United Way agrees to participate in an implementation and maintenance system whereby the services can be continuous]), monitored. United Way agrees to make available its bank statements for review by City at City's discretion, In addition, upon request, United Way agrees to provide City the following data and reports, or copies thereof: A. All external or internal audits. United Way shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. I). To comply with this section, United Way agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of finds received and the services performed under this Agreement. United Way's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. United Way agrees to retain Page 2 of 6 s:\Iegal\our documents\contracts\19\service agreement -back to school I'air - final copy.doc all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. L. Nothing in the above subsections shall be construed to relieve United Way of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. MEETINGS Upon request, minutes of all meetings of United Way's governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if United Way violates any covenants, agreements, or guarantees of this Agreement, the United Way's insolvency or filing of bankruptcy, dissolution, or receivership, or the United Way'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. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. United Way shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. United Way will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of United Way's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and United Way may be barred from further contracts with City. IX. WARRANTIES United Way represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting bank statements heretofore requested by City and furnished to City, are complete, accurate and reflect the financial conditions of United Way on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of United Way. Page 3 of 6 s:\IepAour documents\con tracts\19\service a�,,recmcnl - hack to school Ca ii - IinaI copy,doc C. No litigation or legal proceedings are presently pending or threatened against united Way. D. None of the provisions herein contravenes or is in conflict with the authority under which United Way Is doing business or with the provisions of any existing Indenture or agreerrient of United Way. E. United Way has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of United Way are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by United Way to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. 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. It is understood and agreed by the parties hereto that changes in 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 part of the Agreement on the effective date specified by the law or regulation. C. United Way shall notify City of any changes in personnel or governing board composition. XI. INDEMNIFICATION To the extent authorized by law, the United Way 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 kind or character, arising out of or in connection with the performance by the United Way 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 United Way, its officers, employees, agents, subcontractors, licensees and invitees. Page 4 of 6 sAIegahour documents\conIiacts\1 9\service agreement -back to school fair - final copy.doc XII. CONI�l,1C"I OI IN'IP,RI;S"f A. United Way 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. United Way 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. United Way further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or Unitcd Way in which he has direct or indirect interest. XIII. NOTICI Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand -delivery or facsimile, addressed to United Way or City, as the case may be, at the following addresses: CITY UNI"1'1D WAY City of Denton, Texas Alicia McElroy Attn: City Manager United Way of Denton County 215 E. McKinney 1314 Teasley Lane Denton, TX 76201 Denton, TX 76205 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV, MISCELL,ANFOUS A. United Way shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. Page 5 of 6 s:\legal\our docuIII ell ts\contracts\19\service agreement -back to school fair - linal copy.doc C. In no event shall any payment to United Way hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement consti- tute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by United Way. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. 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 SECRE"1-ARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: 49 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ignature ^� vv r Title -(C S Depa lent/ q Date Siqned: (;� / I CITY OF DENTON TODD I-111,I?MAN, CITY MANAGER DENTON COUNTY, INC Page 6 of 6 IV -PlTi i�20pr 1L, IhrT�'1'`T A +i )L' s_ IT �Z"i7T� C'S'Tf'77�--TIT7� 7 V L G(AVj HendefSo City of Denton City Hall 41%1�m 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM/ DCM/ ACM: Sara Hensley DATE: September 17, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and the Monsignor King Outreach Center, Inc.; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed four hundred dollars ($400); and providing for an effective date. BACKGROUND This Agreement allows for the total expenditure of $400 from Council Contingency Funds. (Mayor Chris Watts, $400) Key provisions of the Agreement include: Funds shall be used for the purpose of paying the general expenses for the Monsignor King Outreach Center. ■ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the Agreement will come from Council Contingency Funds. FXHiRITS Exhibit 1— Agenda Information Sheet Exhibit 2 — Ordinance and Agreement Respectfully submitted: Stuart Birdseye Assistant to the City Manager Prepared by: Marcel Akhame City Manager's Office Intern SALegal\Our Documents\0rdinances\19\0RDINANCE - MKOC - Final Copy.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND THE MONSIGNOR KING OUTREACH CENTER, INC.; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE SAID AGREEMENT; PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED DOLLARS ($400); AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the purpose of the Monsignor King Outreach Center is to provide emergency assistance, care, and comfort to members of the Denton County community who are experiencing homelessness by providing shelter, a nourishing meal, and supportive services; and WHEREAS, the Monsignor King Outreach Center provides aid for at -risk individuals in the City of Denton year around, as needed; and WHEREAS, Mayor Watts contributed a total of $400 from available council contingency funds; and WHEREAS, the City of Denton supports non-profit organizations that strive to make the City a better place by providing help for at -risk individuals in the community; and WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and the Monsignor King Outreach Center, attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and is in the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Agreement, including the expenditure of funds in an amount not to exceed $400 in accordance with the terms of the Agreement SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by approved by the following vote - 1: This ordinance was passed and SALegal\Our Documents\Ordinances\19\ORDINANCI - MKOC - Final Copy.doc Aye Nay Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely 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 IN APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: s:Uegakour documcws\contract s\19\ser\,ice agreement - nikoc - IinaI copq.doc SERVICE AGREEMENT BETWEEN THE CITV OF DENTON AND MONSIGNOR KING OUTREACH CENTLR This Agreement is hereby entered into by and between the City of Denton, a Texas home rule municipal corporation, hereinafter referred to as "City", and Monsignor King Outreach Center, Inc., a Texas non-profit corporation, hereinafter referred to as "MKOC". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the MKOC's general expenses; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SCOPE OF SERVICES MKOC shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: The funds being provided will be for the purpose of paying the general expenses for the Monsignor King Outreach Center. II. OBLIGATIONS OF MKOC In consideration of the receipt of funds from City, MKOC agrees to the following terms and conditions: A. Four Hundred Dollars and no/100 ($400.00) shall be paid to MKOC by City to be utilized for the purposes set forth in Article 1. B. MKOC will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. MKOC will permit authorized officials of City to review its books at any time. D. Upon request, MKOC will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. MKOC will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of" this Agreement. Page I of.' 6 s:\legal\our (I OCU III CII ts\cottlrstcts\l 9\service agreement - mkoc - final copy.doc F. MKOC 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 MKOC within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2019, unless the contract is sooner terminated under Section VII "Suspension or "Termination". IV. PAYMENTS A. PAYMENTS To MKOC. City shall pay to MKOC the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. MKOC shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: I ) has resulted in overpayment to MKOC; 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 MKOC agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. MKOC agrees to make available its bank statements for review by City at City's discretion. In addition, upon request, MKOC agrees to provide City the following data and reports, or copies thereof': A. All external or internal audits. MKOC shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, MKOC 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. MKOC's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. MKOC agrees to retain all Page 2 of 6 sAlegahour documents\contracts\I%service agreement - mkoc - final copy.doe books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. L. Nothing in the above subsections shall be construed to relieve MKOC of.' responsibility for retaining accurate and current records that clearly reflect the level and benefit of" services provided under this Agreement. VI. MEETINGS Upon request, minutes of all meetings of'MKOC's governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if MKOC violates any covenants, agreements, or guarantees of this Agreement, the MKOC's insolvency or filing of bankruptcy, dissolution, or receivership, or the MKOC'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. VIII. EQUAL OPPORTUNITY AND COMPLIANCE_. WI"hI-1 LAWS A. MKOC shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. MKOC will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of.'MKOC's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and MKOC may be barred from further contracts with City. IX. WARRANTIES MKOC represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting bank statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of MKOC on the date shown on said report, and the results of�the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of MKOC. Page 3 of 6 sAlegal\our documents\contracts\19\service agreement - mkoc - fin aI copy.doc C. No litigation or legal proceedings are presently pending or threatened against MKOC. D. None of the provisions herein contravenes or is in conflict with the authority under which MKOC is doing business or with the provisions of any existing indenture or agreement of MKOC. E. MKOC has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of MKOC are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by MKOC to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. 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. It is understood and agreed by the parties hereto that changes in 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 part of the Agreement on the effective date specified by the law or regulation. C. MKOC shall notify City of any changes in personnel or governing board composition. XI. INDEMNIFICATION To the extent authorized by law, the MKOC 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 kind or character, arising out of or in connection with the performance by the MKOC 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 MKOC, its officers, employees, agents, subcontractors, licensees and invitees. Page 4 of 6 s:\Iegakour documents\contracts\19\service agreement - mkoe - final copy.doc XII. CONFLICT Oh INTEREST A. MKOC covenants that neither it nor any member omits 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. MKOC 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. MKOC further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of.City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or MKOC in which lie has direct or Indirect interest. XIII. NOTICI Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand -delivery or facsimile, addressed to MKOC or City, as the case may be, at the following addresses: CITY City of Denton, "Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 MKOC Betty Kay Executive Director 300 S. Woodrow Ln Denton, TX 76205 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCEL,I_,ANIOUS A. MKOC shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. Page 5 of 6 s:\Iega1\our documents\contracts\19\service agreement - mkoc - final copy. dcc C. In no event shall any payment to MKOC hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by MKOC. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. "I'his 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 WI`T'NESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of , 2019. ATfES'I': ROSA RIOS, CI`T'Y SECRE'rARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY A"I'TORNEY BY: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. �NJA i Zitur 's — Mepa��rtment /� Date Signed: aj 1 U f ("I CI"I'Y OF DENT'ON `]'ODD HILEMAN, CITY MANAGER MONSIGNOR KING OU"I'REACI-I CENTER, INC. BY: Me Page 6 of 6 City of Denton City Hall 41%1�m 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM/ DCM/ ACM: Sara Hensley DATE: September 17, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Denton County Friends of the Family, Inc.; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed six hundred and fifty dollars ($650); and providing for an effective date. BACKGROUND This Agreement allows for the total expenditure of $650 from Council Contingency Funds. (Council Member Paul Meltzer, $650) Key provisions of the Agreement include: ■ Funds shall be used by Denton County Friends of the Family for expenses related to the Taste for a Cause event. ■ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required upon request. FISCAL INFORMATION Funding for the Agreement will come from Council Contingency Funds. EXHIBITS Exhibit 1— Agenda Information Sheet Exhibit 2 — Ordinance and Agreement Respectfully submitted: Stuart Birdseye Assistant to the City Manager Prepared by: Marcel Akhame City Manager's Office Intern SALega1\0ur Documents\Ordinances\19\ORDINANCI -Taste for a Cause - Final Copy. doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON COUNTY FRIENDS OF THE FAMILY, INC.; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE SAID AGREEMENT; PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT TO EXCEED SIX HUNDRED AND FIFTY DOLLARS ($650); AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the purpose of Taste for a Cause is to raise funds for victims of sexual and domestic violence in our community through the use of silent and live auctions; and WHEREAS, the Denton County Friends of the Family Taste for a Cause event is an annual gala that brings together the citizens of Denton County to raise money for causes that help at -risk individuals in the community; and WHEREAS, Council Member Meltzer contributed a total of $650 from available contingency funds for the event; and WHEREAS, the City of Denton supports non-profit organizations that strive to make the City a better place by providing help for the at -risk in the community; and WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and Denton County Friends of the Family, attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and is in the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Agreement, including the expenditure of funds in an amount not to exceed $650 in accordance with the terms of the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by approved by the following vote This ordinance was passed and SAI-egal\Our Documents\Ordinances\19\ORDINANCE -'Paste liar a Cause - Final Copy.doc Aye Nay Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely 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 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: sAlegal\our documents\contracts\19\service agreement - taste fir a cause - final copy.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON COUNTY FRIENDS OF THE FAMILY This Agreement is hereby entered into by and between the City of Denton a Texas home rule municipal corporation, hereinafter referred to as "City", and Denton County Friends of the Family, Inc., a Texas non-profit corporation, hereinafter referred to as "Friends". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the Denton County Friends of the Family 'Paste for a Cause event; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SCOPE OF SERVICES Friends shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: event. The funds being provided will be for the purpose of paying expenses for the Taste for a Cause II. OBLIGATIONS OF FRIENDS In consideration of the receipt of funds from City, Friends agrees to the following terms and conditions: A. Six Hundred and Fifty Dollars and no/100 ($650,00) shall be paid to Friends by City to be utilized for the purposes set forth in Article 1. B. Friends will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Friends will permit authorized officials of City to review its books at any time. D. Upon request, Friends will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Friends will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. Page 1 of 6 sA1cga1\our documents\contracts\19\service agreement - Iiste for a cause - lima( copy.doc F. Friends will appoint a representative who will be available to meet with City officials when requested. 11I. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Friends within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2019, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYMENTs'ro FRIENDS. City shall pay to Friends the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. Friends shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Friends; 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. EVALUA'T'ION Friends agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Friends agrees to make available its bank statements for review by City at City's discretion. In addition, upon request, Friends agrees to provide City the following data and reports, or copies thereof: A. All external or internal audits. Friends shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, Friends 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. Friends' record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Friends agrees to retain all Page 2 of 6 s:\Icgal\our documents\contracts\19\service agreement - lade for a cause - lmiI copy. doe books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. E. Nothing in the above subsections shall be construed to relieve Friends of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. MEETINGS Upon request, minutes of all meetings of Friends' governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if Friends violates any covenants, agreements, or guarantees of this Agreement, the Friends' insolvency or filing of bankruptcy, dissolution, or receivership, or the Friends' violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. Friends shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Friends will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of Friends' non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Friends may be barred from further contracts with City. IX. WARRANTIES Friends represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting bank statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Friends on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Friends. Page 3 of 6 s:\Iegakour doe umenls\contracts\1 %service agreement - taste for a cause - final copy. doc C. No litigation or legal proceedings are presently pending or threatened against Friends. D. None of the provisions herein contravenes or is in conflict with the authority under which Friends is doing business or with the provisions of any existing indenture or agreement of Friends. E. Friends has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Friends are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by Friends to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment:. X. 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. It is understood and agreed by the parties hereto that changes in 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 part of the Agreement on the effective date specified by the law or regulation. C. Friends shall notify City of any changes in personnel or governing board composition. X1. INDEMNIFICATION To the extent authorized by law, the Friends agrees to indemnify, hold harniless, 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 kind or character, arising out of or in connection with the performance by the Friends 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 Friends, its officers, employees, agents, subcontractors, licensees and invitees. Page 4 of 6 sAlegal\our doe uments\contracIs\l9\service agreement - lade for a cause - linaI copy.doc XII. CONFLICT OF INTEREST A. Friends 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. Friends 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. Friends further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or Friends in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand -delivery or facsimile, addressed to Friends or City, as the case may be, at the following addresses: CITY City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 FRIENDS Toni Johnson -Simpson Executive Director P.O. Box 640 Denton, TX 76202-0640 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCELLANEOUS A. Friends shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. Page 5 of 6 sAlegai\our documenIs\Contracts\l 9\service agreement -taste Im a Cause - IInaI copy.doc C. In no event shall any payment to Friends hereunder, or any other act or failure of City to Insist In any one or more Instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by -Friends. Neither shall such payment, act., or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. 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 he-eby affix their signatures and enter into this Agreement as of the day of , 2019. ATTEST: ROSA RIOS, CITY SECRETARY RAN APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: THIS AGREE_'WEfVT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ep Date Sinned: CITY OF DENTON "TODD HILEMAN, CITY MANAGER DENTON COUNTY MIL C. 6 TONI JOI-INS EXECUT IVIS Page 6 of 6 F THE SIMPSON ECTOR City of Denton City Hall 41%1�m 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM/ DCM/ ACM: Sara Hensley DATE: September 17, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Duane White Ministries, Inc., doing business as Bridging Hope Ministries; authorizing the City Manager, or his designee, to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed eight hundred dollars ($800); and providing for an effective date. BACKGROUND This Agreement allows for the total expenditure of $800 from Council Contingency Funds. (Council Member Jesse Davis, $800). Key provisions of the Agreement include: Funds shall be used for the purpose of paying expenses for the meals and other necessary items for the homeless and at -risk in the City of Denton by Duane White Ministries, Inc. doing business as Bridging Hope Ministries. ■ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the Agreement will come from Council Contingency Funds. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: EXHIBITS Exhibit 1— Agenda Information Sheet Exhibit 2 — Ordinance and Agreement Respectfully submitted: Stuart Birdseye Assistant to the City Manager Prepared by: Marcel Akhame City Manager's Office Intern !"#$%% !"#(")*% #% &'(")*"+,- ../!"0 * 1/. 2.3"4/5$6"78&9' :::*, !2;</. 2.*,2= +** %,"-,*%./ !" #$%& ' ;$*4./!<"3*= *6>*1"7?<"79@A7899":+0#12"3*44 #%"5##6 !"#$##% &"'$(%&#")*"+,--"./0/"%&"*1$" !"#$##% &" 0 #.$2%)3"2)33$4"0$$*%&("'$(%&#")*"5,6-"./0/"%&"*1$"2 7&2%3"21)0'$ # !"#$%"!"#&'('()$!*+!$+$,-.#-&$'/$0#"/"(!1$!*"$2'!3$2.-(4'5$. $!*"$2'!3$. $6"(!.(1$7"8+/$9'55$4.(:"("$'($+$ ;.#<$="//'.($.($7-"/%+31$$="0!"&>"#$?@1$?ABC1$+!$?DAA$0E&E$'($!*"$2.-(4'5$;.#<$="//'.($F..&$+!$2'!3$ G+551$?BH$IE$J4K'(("3$=!#""!1$6"(!.(1$7"8+/$+!$9*'4*$!*"$ .55.9'()$'!"&/$9'55$>"$4.(/'%"#"%D !"#$##% & 8/""29:9;<="2>??<=:@">="2>=@<=:")A<=BC"%:<?@ 7*'/$/"4!'.($. $!*"$+)"(%+$+55.9/$4'!'L"(/$!.$/0"+<$.($2.(/"(!$ )"(%+$M!"&/$.(53E$$I+4*$/0"+<"#$9'55$>"$ )':"($+$!.!+5$. $!*#""$NOP$&'(-!"/$!.$+%%#"//$+(3$'!"&/$*"Q/*"$9'/*"/$!*+!$+#"$5'/!"%$.($!*"$2.(/"(!$ )"(%+E$$ $F",-"/!$!.$=0"+<$2+#%$/*.-5%$>"$4.&05"!"%$+(%$#"!-#("%$!.$!*"$2'!3$="4#"!+#3$>" .#"$2.-(4'5$4.(/'%"#/$ !*'/$'!"&E +/"" <DE<@:@"F>G"HICG9F9HC:9>=">F"CA<=BC"9:<?@"I9@:<B">=":J9@"CA<=BC/ 6/"" >GK"#<@@9>=" <L>G:@ )/M6$BCUBCHV F"4"':"$+$#"0.#!1$*.5%$+$%'/4-//'.(1$+(%$)':"$/!+ $%'#"4!'.($.($0.!"(!'+5$#":'/'.(/$!.$!*" 6"(!.($2'!3$2.-(4'5$F-5"/$. $R#.4"%-#"1$+(%$0.!"(!'+5$#":'/'.(/$!.$6"(!.($2'!3$2.%"$. $ S#%'(+(4"/$+(%$2*+#!"#$0#.:'/'.(/$#"5+!'()$!.$T.+#%/$+(%$2.&&'//'.(/E )5> ? 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1958,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on potential revisions to the Denton City Council Rules of Procedure, and potential revisions to Denton City Code of Ordinances and Charter provisions relating to Boards and Commissions. City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: CM: Todd Hileman DATE: September 24, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction on potential revisions to the Denton City Council Rules of Procedure, and potential revisions to Denton City Code of Ordinances and Charter provisions relating to Boards and Commissions. BACKGROUND Over the course of the past year, the City Council has requested several potential Rules of Procedure and/or Code of Ordinances revisions. Staff is seeking feedback on the requested revisions to determine if proposed amendments to the Rules of Procedure (Section 2-29 of the Denton City Code of Ordinances) and/or City of Denton Code of Ordinances should be prepared and brought forward on a future City Council agenda for consideration. Below is a summary of the revisions that have been contemplated over the past twelve months. Staff is seeking feedback on how to proceed with each requested revision. Public Participation in Meetings Under the Rules of Procedure, members of the public currently have the following options to address the City Council at a City Council meeting (additional details on current public comment options can be found in Exhibit 4): Presentations from Members of the Public o Schedule a Citizen Report o Speak During Open Microphone Comment on Consent Agenda Items Comment on Individual Consideration Items Public Hearings Presentations from Members of the Public: During the January 15, 2019 City Council meeting, staff was asked to provide information on what could be done to either pilot an unlimited public comment period where the limit of four speakers would be removed, or potentially hold a dedicated monthly meeting for public comment on any subject. The Rules of Procedure currently allows two types of presentations from members of the public during Council meetings, prior registration and open microphone, with limitations on both. Prior Registration: The Rules of Procedure allows up to four individuals to register to speak for up to four minutes per meeting. In order to register to speak, residents are asked to contact the City Secretary by noon on the Thursday prior to the City Council meeting date. Scheduled citizen reports c hours prior to the start of the meeting. Scheduled citizen reports take place immediately following the proclamations portion of the City Council agenda. Open Microphone: Following scheduled citizen reports, up to two individuals who have not registered to speak may make comments through the open microphone procedure. Those speaking during the open mic portion of the agenda have up to four minutes to make their remarks. There is currently not an option in the Rules of Procedure for an unlimited public comment period during City Council meetings. Should the City Council wish to have unlimited speakers during the Open Microphone portion of Public Comment, a Rules of Procedure revision would need to be adopted. Public Hearing Public Comment Process: During the January 8 City Council meeting, staff was asked to provide information about whether residents who sign up to speak at a public hearing can have the opportunity to speak more than once while that item is being considered. The Rules of Procedure currently allows four minutes per speaker on each public hearing item. Under the current Rules of Procedure, residents are allowed to speak only once per Public Hearing item. Should the City Council wish to allow residents to speak more than once per public hearing item, a Rules of Procedure revision would need to be adopted. Motion for Reconsideration use of these meetings are posted as a meeting of the full City Council. If an elected official wished to make a motion for reconsideration on an item and the next official meeting was a luncheon, the motion for reconsideration would need to be made during the luncheon. In order to comply with the Texas Open Meetings Act (TOMA), any Council Member who wishes to make such a motion at a meeting succeeding the meeting where the action was taken shall notify the City Manager in time for the item for reconsideration to be placed on the Council agenda and posted at least 72 hours prior to scheduled meeting. It is important to note that since Council may have meetings which are set closely together (such as a Monday meeting then a Tuesday meeting) the current ordinance may not provide enough time to comply additional guidance on TOMA issues presented by the current motion for reconsideration ordinance on April 12, 2019. two issues with the reconsideration ordinance. The first issue is that the fined in our Rules of Procedure. As a result it is not clear as to whether e. Given that ure, and such term was not used in the motion for reconsideration provision, then the interpretation has been over the last several years that the motion must be made not later than the next scheduled Council meeting. Since the Council now has four meetings per month, a motion for reconsideration must be requested of the City Manager not later than the Friday before the next Tuesday meeting; otherwise the Council decision stands. The second issue with the current reconsideration provision involves TOMA. TOMA requires that that agendas and items being considered be posted a minimum of 72 hours in advance of the meeting motion for reconsideration on an agenda no later than the Friday followin in order to comply with TOMA. As a result, this leaves a short window of time for a Council Member to make such a motion. An option to address the reconsideration concern is to amend the ordinance language to provide a 14-day deadline to make a motion or place a motion on an agenda. The 14-day window would give elected officials flexibility to make a request during the Concluding Items Section at either the first or second Council meeting following the meeting where the item to reconsider was decided. Alternatively, an elected official may place the motion on an agenda by notifying the City Manager. These changes would ensure that the City Council Member has enough time to make a motion for reconsideration while also allowing the City to comply with TOMA. If the City Council chooses to make changes to the current Rules of Procedure, clarifying the language and resolving the potential TOMA issues can both be accomplished through one simple ordinance amendment. Exhibit 13 includes the proposed ordinance revision prepared by staff. Leave of Absence Article III, Division 3, Section 2-83(c) of the City of Denton Code Ordinances addresses attendance requirements for Boards and t of which he or she is a member in any one (1) year or lack of attendance at fifty (50) percent of the number of regular meetings in a year, unless such absence is excused, shall be considered cause 2-83(c) is currently written, members of the board, commission, or committee have the discretion to determine instances that qualify as an excused absence. On April 2, 2019, a work session presentation was held to seek Council direction on leaves of absence. At that work session, individual members of the City Council expressed support to have the City Council make final determination regarding absences being excused or unexcused, including when a board, commission, or committee member reports a leave of absence. Should the City Council wish to have sole discretion to remove individual board, commission, or committee members and deem if an absence, including a leave of absence is excused or unexcused, a revision to Section 2-83(c) of the Code would be necessary. Tie-Vote (Excluding Planning and Zoning Commission) The Rules of Procedure currently requires an affirmative vote of four members to take official action and treats a tie-vote as a pending matter which is carried over to subsequent meetings until the full board is present. This tie-vote provision is applied to all boards and commissions with the exception of the Planning and Zoning Commission. Possible revisions for tie-vote procedures were discussed in a City Council work session on September 11, 2018. At that meeting, City Council directed staff to modify the Denton Development Code to address th-vote procedures; direction was not given to expand the Planning and Zoning tie-vote process to all boards, commissions, and committees. Following Council direction, staff drafted revisions to the Denton Development Code that were adopted on December 18, 2018. The adopted process treats tie votes as a denial by the Planning and Zoning Commission and removed the super-majority (¾ vote) requirement for approval; making a simple majority apply for Council consideration. If the City Council wants to expand the tie-vote provision to all boards, commissions, and committees, a revision to the Rules of Procedure would be required. Make and Second a Motion The Rules of Procedure are currently make or second a motion for an item to be considered. Rules of Order applies. Mayor) is a member of the voting body, then he has the same rights and privileges as all other members. This includes the right to make motions (including seconding motions), to speak in debate, and to vote on all questions. Nominations to Citizen Boards, Commissions, and Committees Members of the City Council have inquired about the ability of new elected officials to update or replace nominations for board, commission, and committee seats made by their predecessor. Section 14.16 of the cause and -61 through 2-65 of the Code outlines the qualifications for board, commission, and committee members and outlines the process for removing board, commission, or committee member to be removed from office. Should the City Council wish to expressly allow new Council Members the opportunity to update or replace nominations for board, commission, and committee seats made by their predecessor, a Charter amendment would be required. Reading Constituent Emails during City Council Meetings Elected officials occasionally read emails from constituents aloud during City Council meetings. Often, the full City Council is not included on the email exchange that the elected official is referencing. Typically, when an elected official references or reads an email exchange aloud during a meeting, that email is then included in the same week and general public to review. If the City Council wishes to formally require emails read aloud during Council meetings be provided to the full elected body via the Friday Report, or some other means, a revision to the Rules of Procedure would need to be adopted. OPTIONS Exhibit 3 is a matrix that outlines each of the potential Rules of Procedure and Code of Ordinances revisions that have been contemplated along with the mechanism required to make the suggested revision. Staff is seeking feedback on each of the potential revisions and will bring forward any revisions receiving support from a consensus of Council on a future agenda for City Council consideration. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Presentation Exhibit 3 Decision Matrix Exhibit 4 Section 2-29 Rules of Procedure Exhibit 5 April 2 Board and Commission Appointment and Removal Process Exhibit 6 ISR 2019-076 Potential Rules of Procedure Revisions for Public Participation in Meetings Exhibit 7 Section 2-61 through 2-65 Qualifications for Members Exhibit 8 Section 2-63 Removal from Office Exhibit 9 Section 2-83c Absences Exhibit 10 Section 2-84 Nominating and Appointing Members to Certain Boards Exhibit 11 Section 12-07 Public Utilities Board Exhibit 12 Section 14.16 City Charter Boards and commissions Exhibit 13 Proposed Ordinance Amendment to Address Motion for Reconsideration Respectfully submitted: Rachel Wood Development Services {Ļĭ͵ ЋΏБЍ͵ Ώ bƚƒźƓğƷźƓŭ ğƓķ ğƦƦƚźƓƷźƓŭ ƒĻƒĬĻƩƭ Ʒƚ ĭĻƩƷğźƓ ĬƚğƩķƭ͵ All nominations to the public utilities board and parks and recreation board shall be by procedures established by the city council to fairly allow each member of the city council an opportunity to nominate a member to each of these boards. All appointments to the public utilities board and parks and recreation board shall be by affirmative vote of four (4) members of the city council. (Ord. No. 96-169, § I, 7-16-96; Ord. No. 99-268, § 2, 8-3-99) {Ļĭ͵ ЊЋ͵ЉА͵ Ώ ŷĻ ƦǒĬƌźĭ ǒƷźƌźƷźĻƭ ĬƚğƩķ͵ (a) There is hereby created a public utilities board to be composed of seven (7) members, or as many members as there are councilmembers, whichever is greater, appointed by the council for four-year terms and until their respective successors have been appointed and qualified. Members of the board may be removed by the council only for cause and only after charges have been filed and published and the member has been given a reasonable opportunity to defend himself in an open public hearing before the council. Vacancies shall be filled for any unexpired term in the same manner as provided for regular appointments. (b) The city manager and director of utilities shall be ex officio members of the board. They shall attend all meetings of the board and shall have the right to discuss any matter that is under consideration by the board but shall have no vote. (c) Members of the public utilities board shall have the same qualifications as are required by membership on the city council. (d) At its organizational meeting, and annually thereafter as soon as the newly appointed member (or members) has qualified; the board shall select from its own membership a chairman, vice-chairman, and secretary. A majority of the regularly appointed members shall constitute a quorum. The board shall determine its own rules and order of business. The board shall meet at least once each month; all meetings shall be conducted in accordance with the Texas Open Meetings Act, chapter 551 of the Texas Government Code, as it may now read or hereafter be amended and all other applicable laws and a permanent record of proceedings shall be maintained, except as otherwise provided by law. (Ord. No. 76-12, Amend. No. 8, 4-5-76; Ord. No. 99-057, Amend. No. 23, 2-16-99, ratified 5-1- 99; Ord. No. 2006-232, Amend. No. 20, 8-28-06, ratified 11-7-06) {Ļĭ͵ ЊЍ͵ЊЏ͵ Ώ .ƚğƩķƭ ğƓķ ĭƚƒƒźƭƭźƚƓƭ͵ Members of boards and commissions of the City of Denton shall serve at the pleasure of the council. Members of such boards and commissions may be removed by the council only for cause and only after being given notice by the council. (Ord. No. 79-86, § 2, 12-11-79, ratified 1-19-80) A motion to reconsider any action of the Council can be placed on an agenda if requested during concluding items at a City Council Meeting before 14 days has passed from the meeting where the action was taken. As an alternative to making the request during concluding items, any Council Member may place an item for reconsideration on the council agenda by notifying the City Manager in writing, before 14 calendar days has passed from the meeting where the action was considered. If a Council member chooses to place the motion on an agenda by notifying the City Manager in writing, then the motion shall be placed on the agenda for the next otions for reconsideration only, any City Council Such a motion can only be made by a member who voted with the prevailing side. It can be seconded by any member. No question shall be twice reconsidered, except by unanimous consent of the Council, except that action related to any contract may be reconsidered at any time before the final execution thereof. A matter which was not timely reconsidered in the manner provided by this section or was reconsidered but the action originally taken was not changed by the Council cannot be reintroduced to the Council or placed on a Council meeting agenda for a period of six (6) months unless this rule is suspended as provided for in these rules of procedure. {Ļĭ͵ ЋΏЋВ͵ Ώ /źƷǤ ĭƚǒƓĭźƌ ƩǒƌĻƭ ƚŅ ƦƩƚĭĻķǒƩĻ͵ (a) Authority. (1) Charter: Pursuant to the provisions of Section 2.07 of the Charter of the City of Denton, Texas, the City Council hereby enacts these rules of procedure for all meetings of the City Council of the City of Denton, Texas. During any meeting, a reasonable opportunity shall be given for citizens to be heard under these rules. These Rules of Procedure are enacted as guidelines to be followed by all persons in the Council Chamber including the city administrative staff, news media, and visitors. (b) General rules. (1) Meetings to be public: All official meetings of the Council and Council committees and subcommittees, except closed meetings permitted by the provisions of the Texas Open Meetings Act, V.T.C.A. Government Code Ch. 551, (Vernon 2014), as amended, shall be open to the public. (2) Quorum: Four (4) members of the council shall constitute a quorum for the transaction of business. (Charter, Section 2.06) (3) Compelling attendance: No member shall be excused from attendance at a council meeting except for good and valid reasons. It will be the duty of the council member to notify the city secretary prior to the meeting at which he or she is going to be absent. The city secretary will record each council member as being present or absent as a part of the minutes prepared for each council meeting. (4) Misconduct: The council may punish its own members for misconduct consistent with any ethics policy adopted by the council. (5) Minutes of meetings: An account of all proceedings of the council shall be kept by the city secretary and shall be entered in a book constituting the official record of the council. A certified agenda shall be prepared and shall be approved by the mayor for all closed meetings for which a certified agenda is required to be kept in accordance with the Texas Open Meetings Act. (6) Questions to contain one subject: All questions submitted for a vote shall contain one subject, except the city council may approve all items which are on the consent agenda in one motion, regardless of how many subjects are contained in the consent agenda, so long as all items have been properly posted in accordance with the Texas Open Meetings Act and have not been removed from the consent agenda by a council member. If two or more points are involved, any member may require a division, if the question reasonably admits of a division. (7) Right to floor: Any member desiring to speak shall be recognized by the chairperson, and shall confine his or her remarks to the subject under consideration or to be considered. No member shall be allowed to speak more than once on any one subject until every member wishing to speak shall have spoken. (8) City manager: The city manager, or acting city manager, shall attend all meetings of the council unless excused. He or she may make recommendations to the council and shall have the right to take part in all discussions of the council, but shall have no vote. (Charter, Section 5.03 (d)) (9) City attorney: The city attorney, or acting city attorney, shall be available upon request for all meetings of the council unless excused and shall, upon request, give an opinion, either written or oral, on questions of law. The city attorney shall act as the council's parliamentarian. (10) City secretary: The city secretary, or acting city secretary, shall attend all meetings of the council unless excused, and shall keep the official minutes and perform such other duties as may be requested by the council. (11) Officers and employees: Any officer or employee of the city, when requested by the city manager, shall attend any meeting of the council. If requested to do so by the city manager, such employee may present information relating to matters before the council. (12) Rules of order: These rules govern the proceedings of the council in all cases, except that where these rules are silent, the most recent Edition of Robert's Rules of Order shall govern. (13) Suspension of rules: Any provision of these rules not governed by the City Charter or other City Code provisions may be temporarily suspended by the affirmative vote of four (4) members of the council. The vote on any such suspension shall be taken by yeas or nays and entered into the minutes of the council. (14) Amendment of rules: These rules may be amended, or new rules adopted by the affirmative vote of four members of the council, provided that the proposed amendments or new rules shall have been introduced before the city council at a prior council meeting. (c) Code of conduct. (1) Council members: a. During council meetings, council members shall preserve order and decorum and shall neither by conversation or otherwise delay or interrupt the proceedings nor refuse to observe the rules of the council. b. A council member, once recognized, shall not be interrupted while speaking unless called to order by the mayor or presiding officer, unless a point of order is raised by another member or the parliamentarian, or unless the speaker chooses to yield to questions from another member. If a council member is called to order while he or she is speaking, he or she shall cease speaking immediately until the question of order is determined. If ruled to be in order, he or she shall be permitted to proceed. If ruled not to be in order, he or she shall remain silent or shall alter his or her remarks so as to comply with rules of the council. (2) Administrative staff: a. Members of the administrative staff and employees of the city shall observe the same rules of procedure and decorum applicable to members of the council, and shall have no voice unless and until recognized by the chair. b. While the presiding officer shall have the authority to preserve decorum in meetings as far as staff members and city employees are concerned, the city manager also shall be responsible for the orderly conduct and decorum of all city employees under his or her direction and control. c. The city manager shall take such disciplinary action as may be necessary to insure that such decorum is preserved at all times by city employees in council meetings. d. All remarks and questions addressed to the council shall be addressed to the council as a whole and not to any individual member thereof. e. No staff member, other than a staff member having the floor, shall enter into any discussion either directly or indirectly without permission of the presiding officer. (3) Citizens: a. Citizens and other visitors are welcome to attend all public meetings of the city council, and will be admitted to the city council chamber or other room in which the city council is meeting, up to the fire safety capacity of the room. b. All meeting attendees shall conduct themselves with propriety and decorum. Conversations between or among audience members should be conducted outside the meeting room. Attendees will refrain from excessively loud private conversations while the council is in session. c. Unauthorized remarks from the audience, stamping of the feet, applauding, whistles, yells, and similar demonstrations shall not be permitted. d. Placards, banners, signs, pamphlets, flyers, or political materials of any type will not be permitted in the city council chamber or in any other room in which the city council is meeting. Exhibits, displays, and visual aids used in connection with presentations to the city council, however, are permitted. e. Audience members may not place their feet on any chairs in the city council chamber or other room in which the city council is meeting. f. Only city council members and city staff may step onto the dais. g. All people wishing to address the city council shall first be recognized by the presiding officer and shall limit their remarks to the matter under discussion. h. All remarks and questions addressed to the city council shall be addressed to the city council as a whole and not to any individual members. i. Any person addressing the city council in the city council chamber shall do so from the lectern unless physically unable to do so. People addressing the city council shall not be permitted to approach the dais. If they wish to hand out papers or other materials to the city council, they should express that desire to the presiding officer, and the city manager shall direct a staff member to hand out the materials. j. When the time has expired for a presentation to the city council, the presiding officer shall direct the person speaking to cease. A second request from the presiding officer to cease speaking shall be cause of the removal of the speaker if that person continues to speak. k. Equipment, apparatus, or paraphernalia such as camera tripods, easels, or wheelchairs shall not obstruct, block, or otherwise be located in the doorway, entranceway, or walkways of the city council chambers or of any other room in which the city council may choose to meet. Representatives of the electronic media may set up cameras and other equipment only in the back of the room. It is permissible for television camera operators to film for short periods of time (several minutes) from the entranceway to the city council chambers. Any radio station, which broadcasts the regular city council meetings live, may hook their equipment up at the front of the room as long as it remains out of sight and out of the way. l. There will be a uniformed City of Denton police officer present at all regular meetings of the city council. This police officer shall act in the capacity of a security officer/sergeant-at- arms, and shall enforce the meeting rules and act upon the direction of the presiding officer. m. Any person making personal, impertinent, profane, or slanderous remarks, or who becomes boisterous while addressing the city council or who otherwise violates any of the above-mentioned rules while attending a city council meeting shall be removed from the room at the direction of the presiding officer, and the person shall be barred from further audience before the city council during that session of the city council. If the presiding officer fails to act, any member of the city council may move to require the offending person's removal, and the affirmative vote of a majority of the city council shall require the presiding officer to act. The sergeant-at-arms, if so directed by the presiding officer or an affirmative vote of the majority of the city council, shall remove the offending person from the meeting. (4) Enforcement: The city manager, in the absence of a designated law enforcement officer, shall act as sergeant at arms for the council, and shall furnish whatever assistance is needed to enforce the rules of decorum herein established. (5) Seating arrangement: The city secretary, city manager and city attorney shall occupy the respective seats in the council chamber assigned to them by the mayor, but any two (2) or more members of the council may exchange seats. (6) Videoconferencing: City council members may elect to participate in a city council meeting by videoconference in the event the member is traveling or unable to attend a meeting due to illness. a. Procedures for meeting by videoconference if a quorum will be in one physical location: The council meeting notice shall specify where the quorum of the governmental body will be physically present, and the intent to have a quorum present at that location. The video and audio feed of a remote councilmember or employee shall be broadcast live at the meeting. Each portion of the meeting held by videoconference call that is required to be open to the public shall be visible and audible to the public at the location where the quorum is present. The location at which the quorum is present, and each remote location from which a member of the governmental body participates, shall have two-way audio and video communication with each other location during the entire meeting. Each participant's face in the videoconference call, while speaking, shall be clearly visible and audible to each other participant and, during the open portion of the meeting, to the members of the public in attendance at the location where a quorum is present, and at any other location of the meeting that is open to the public. The audio and video signals perceptible by members of the public at each location of the meeting shall meet or exceed minimum standards established by Texas Department of Information Resources (DIR) rules. The audio and video signals perceptible by members of the public at the location where the quorum is present and, any other location open to the public, shall be of sufficient quality so that members of the public at each location can observe the demeanor and hear the voice of each participant in the open portion of the meeting. If a problem occurs that causes a meeting to no longer be visible and audible to the public at the location where a quorum is present, the meeting shall be recessed until the problem is resolved, and if the problem is not resolved in six hours or less, the meeting shall be adjourned. The city shall make at least an audio recording of the meeting, and the recording shall be made available to the public. b. Procedures for meeting by videoconference if a quorum will not be in one physical location: The city shall make available to the public at least one suitable physical space in the city that is equipped with videoconference equipment that provides an audio and video display, as well as a camera and microphone, by which a member of the public can provide testimony or otherwise participate in the meeting. The member of the governmental body presiding over the meeting shall be present at this site, and the location must be open to the public. The meeting notice shall specify the physical space provided, and shall also specify the intent to have the presiding officer present at the location. Any member of the public present at this location shall be provided the opportunity to participate in the meeting by means of a videoconference call in the same manner as a person who is physically present at a meeting of the governmental body that is not conducted by videoconference. Each portion of the meeting held by videoconference call that is required to be open to the public shall be visible and audible to the public. The video and audio feed of a remote councilmember or employee shall be broadcast live at the meeting. The site provided in the city and each remote location from which a member participates, shall have two-way audio and video communication with each member who is participating by videoconference during the entire meeting. Each participant's face in the videoconference, while speaking, must be clearly visible and audible to each other participant and, during the open portion of the meeting, to the members of the public in attendance at the meeting location in the city, and at any other location of the meeting that may be open to the public. The audio and video signals perceptible by members of the public at each location of the meeting shall meet or exceed minimum standards established by DIR rules. The audio and video signals perceptible by members of the public at each location of the meeting that is open to the public, and each remote location, must be of sufficient quality so that members of the public at each location can observe the demeanor and hear the voice of each participant in the open portion of the meeting. If a problem occurs that causes the meeting to no longer be visible and audible to the public at the meeting site in the city, the meeting must be recessed until the problem is resolved, and if the problem is not resolved in six hours or less, the meeting shall be adjourned. The city shall make at least an audio recording of the meeting, and the recording shall be made available to the public. c. Council members wishing to participate in a meeting by videoconference shall provide notice to the city manager and the agenda committee not less than seven (7) days prior to the meeting. (d) Types of meetings. (1) Regular meetings: The council shall meet on the first and third Tuesday of each month, at such time as may be set by the city council, unless the meeting is postponed or cancelled for valid reasons. All regular meetings of the council will be held in City Hall at 215 East McKinney Street, Denton, Texas or at such other location as the city council may, from time to time by proper posting under the Open Meetings Act and so long as the location is open to the public, designate. (2) Special meetings: Special meetings may be called by the mayor, the city manager, or by any three (3) members of the council. The city secretary shall post notice thereof as provided by the Texas Open Meetings Act. The mayor, city manager, or three (3) of the council members may designate a location for the special meeting other than City Hall, as long as the location is open to the public. (3) Workshop meetings: Workshop meetings (also referred to as "work sessions") may be held on the first and third Tuesday of each month at such time as may be set by the city council, or on such other day as the city council may designate and at such time as may be set by the city council, to discuss near to mid or long range issues and to answer city council questions concerning all agenda items. Workshops or work sessions may be called using the same procedure required for special meetings as provided for in subsection (2) above. The purpose of the workshop meeting is to discuss or explore matters of interest to the city, to meet with city boards, commissions, or committee members, city staff or officers of civic organizations, governing bodies or individuals specifically invited to the session by the mayor, council or city manager. These meetings are informational and normally no final action shall be taken unless the posted agenda indicates otherwise. However, the city council may, by consensus, provide general direction to staff with regard to matters of interest or concern, understanding such matters ultimately may require a formal vote of the council for implementation. (4) Luncheon meetings: Luncheon workshop or work session meetings may be held on the first Monday of each month at such time as may be set by the city council, or on such other day as the city council may designate. Such meetings may be called using the same procedure required for special meetings as provided for in subsection (2) above. The purpose of the luncheon meeting is to discuss or explore matters of interest to the city, to meet with city boards, commissions, or committee members, city staff or officers of civic organizations, governing bodies or individuals specifically invited to the session by the mayor, council or city manager. These meetings are informational and normally no final action shall be taken unless the posted agenda indicates otherwise. However, the city council may, by consensus, provide general direction to staff with regard to matters of interest or concern, understanding such matters ultimately may require a formal vote of the council for implementation. (5) Emergency meetings: In case of emergency or urgent public necessity, which shall be expressed in the notice of the meeting, an emergency meeting may be called by the mayor, the city manager or by three members of the council, and it shall be sufficient if the notice is posted two hours before the meeting is convened. (6) Closed meetings: The council may meet in a closed meeting pursuant to the requirements of the Texas Open Meetings Act. (7) Recessed meetings: Any meeting of the council may be recessed to a later time, provided that no recess shall be for a longer period than until the next business day. (8) Notice of meetings: The agenda for all meetings, including council committee or subcommittee meetings, shall be posted by the city secretary on the city's official bulletin board and notice of all meetings shall be given by the city secretary pursuant to the requirements of the Texas Open Meetings Act. (e) Presiding officer and duties. (1) Presiding officer: The mayor, or in the absence of the mayor, the mayor pro-tem, shall preside as chairman, or presiding officer at all meetings of the council. In the absence of the mayor and the mayor pro-tem, the council shall elect a temporary presiding officer. (Charter, Section 2.03) (2) Call to order: The meetings of the council shall be called to order by the mayor, or in his or her absence, by the mayor pro-tem. In the absence of both the mayor and the mayor pro-tem, the meeting shall be called to order by the city secretary, and a temporary presiding officer shall be elected as provided above. (3) Preservation of order: The presiding officer shall preserve order and decorum, and confine members in debate to the question under discussion. The presiding officer shall call upon the sergeant-at-arms as necessary to enforce compliance with the rules contained herein. (4) Points of order: The presiding officer shall determine all points of order, subject to the right of any member to appeal to the council. If any appeal is taken, the question shall be, "Shall the decision of the presiding officer be sustained?" If a majority of the members present vote "No," the ruling of the chair is overruled; otherwise, it is sustained. (5) Questions to be stated: The presiding officer shall state all questions submitted for a vote and announce the result. A roll call vote shall be taken upon the request of any member, and upon the passage of all ordinances and resolutions. (6) Substitution for presiding officer: The presiding officer may call any other member to take his or her place in the chair, such substitution not to continue beyond adjournment. (7) Call for recess: The presiding officer may call for a recess of up to fifteen (15) minutes at regular intervals of approximately one hour at appropriate points in the meeting agenda, or if requested by any two (2) members. (f) Order of business. (1) Agenda: The order of business of each meeting shall be as contained in the agenda prepared by the city manager, which shall be reviewed and approved by an agenda committee composed of the mayor, the mayor pro-tem, and the city manager. When items are removed from the consent agenda and placed on the regular agenda by members of the council, the removed items shall be taken up in the order of removal right after the consent agenda. Placement of items on the agenda shall be governed by this ordinance; provided that if a council member has an "emergency" item that the council member believes should be placed on the next regular or special meeting agenda, the placement must be approved by two members of the agenda committee or at the direction of a majority of the council. Conduct of business at special meetings will likewise be governed by an agenda and these rules of procedure. (2) Pledge of Allegiance: Each agenda shall provide an item for the recital of the "Pledge of Allegiance" at the regularly scheduled city council meetings. This item shall begin with the recital of the pledge of allegiance for the United States flag and shall follow with a recital of the pledge of allegiance for the Texas state flag in accordance with V.T.C.A. Government Code § 3100.101. (3) Presentations by members of council or city manager: The agenda shall provide a time when the mayor or any council member may bring before the council any business that he or she feels should be deliberated upon by the council at a future council meeting. These matters need not be specifically listed on the agenda, but discussion and formal action on such matters shall be deferred until a subsequent council meeting. Any member may suggest an item for discussion at a future work session. The city manager or city staff shall only respond preliminarily on this item at the work session. If the city council believes the item requires a more detailed review, the council will give the city manager or city staff direction to place the item on a future regular meeting agenda and advise staff as to the background materials to be desired at such meeting. The city council may receive from the city manager or city staff or a member of the city council reports about items of community interest including expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen, except that a discussion regarding a change in the status of a person's public office or public employment is not an honorary or salutary recognition for purposes of this subdivision; 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; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda so long as authorized by the Texas Open Meetings Act. (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 complete 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. (5) Presentation of proclamations: The agenda may provide a time for the presentation of proclamations. The mayor or presiding officer may deliver and present proclamations upon the request of citizens. Proclamations may encompass any activity or theme except that proclamations with a theme religious or partisan in nature shall not be presented. Moreover, proclamations shall not be used for any commercial or advertising purpose. (g) Consideration of ordinances, resolutions, and motions. (1) Printed or typewritten form: All ordinances and resolutions shall be presented to the council in printed, typewritten or electronic form. The council may, by proper motion, amend any ordinance or resolution presented to it at the meeting at which it is presented or direct that the amended ordinance be placed on the next or any future council agenda for adoption. (2) City attorney to approve: All ordinances, resolutions, and contracts and amendments thereto, shall be approved as to form and legality by the city attorney, or he or she shall file a written opinion on the legality of such ordinance, resolution or contract prior to submission to the council. (Charter, Section 6.02) (3) Distribution of ordinances and resolutions: The city manager shall prepare copies of all proposed ordinances and resolutions for distribution to all members of the council at the meeting at which the ordinance or resolution is introduced, or at such earlier time as is expedient. (4) Recording of votes: The yeas and nays shall be taken upon the passage of all ordinances and resolutions and the vote of each member shall be recorded in the minutes and within each respective ordinance and resolution. (Charter, Section 2.06 (b)) (5) Majority vote required: An affirmative vote of four (4) members is necessary to repeal any ordinance or take any official action in the name of the city except as otherwise provided in the Charter, by the laws of the State of Texas, or these rules. (Charter, Section 2.06) a. Tie-Vote: Matters voted on by the city council which end in a tie-vote shall automatically be placed on each subsequent council meeting agenda until a full council is present. (6) Demand for roll call: Upon demand of any member, the roll shall be called for yeas and nays upon any question before the council, with the exception of those circumstances set forth in subsection (12), the previous question. It shall not be in order for members to explain their vote during the roll call. (7) Personal privilege: The right of a member to address the Council on a question of personal privilege shall be limited to cases in which his or her integrity, character, or motives are assailed, questioned, or impugned. (8) Dissents and protests: Any member shall have the right to express dissent from or protest against any ordinance or resolution of the council and have the reason therefor entered upon the minutes. Such dissent or protest may be filed in writing, and presented to the council not later than the next regular meeting following the date of passage of the ordinance or resolution objected to. (9) Voting required: No member shall be excused from voting except for lack of information and except on matters involving the consideration of his or her own official conduct, or where his or her personal interests are involved in accordance with V.T.C.A. Local Government Code Ch. 171 (Vernon 2014), and in these instances he or she shall abstain. Any member prohibited from voting by personal interest shall announce this at the commencement of consideration of the matter and shall not enter into discussion or debate on any such matter, shall leave the meeting room, and shall file an affidavit of recusal. The member having briefly stated the reason for his or her request, the excuse from voting shall be made without debate. (10) Order of precedence of motions: a. The following motions shall have priority in the order indicated: 1. Adjourn (when unqualified) and is not debatable and may not be amended; 2. Take a recess (when privileged); 3. Raise a question of privilege; 4. Lay on the table; 5. 6. 7. Postpone to a certain time; 8. Commit or refer; 9. Amend; 10. Postpone indefinitely; 11. Main motion. b. The first two motions are not always privileged. To adjourn shall lose its privilege character and be a main motion if in any way qualified. To take a recess shall be privileged only when other business is pending. c. A motion to adjourn is not in order: 1. When repeated without intervening business or discussion; 2. When made as an interruption of a member while speaking; 3. While a vote is being taken. d. Only certain motions may be amended as provided in the most current edition of Robert's Rules of Order, revised. A motion to amend shall be undebatable when the question to be amended is undebatable. (11) Reconsideration: A motion to reconsider any action of the council can be made not later than the next succeeding official meeting of the council. Such a motion can only be made by a member who voted with the prevailing side. It can be seconded by any member. In order to comply with the Texas Open Meetings Act, any council member who wishes to make such a motion at a meeting succeeding the meeting where the action was taken shall notify the city manager to place the item for reconsideration on the council agenda. No question shall be twice reconsidered, except by unanimous consent of the council, except that action related to any contract may be reconsidered at any time before the final execution thereof. A matter which was not timely reconsidered in the manner provided by this section or was reconsidered but the action originally taken was not changed by the council cannot be reintroduced to the council or placed on a council meeting agenda for a period of six (6) months unless this rule is suspended as provided for in these rules of procedure. (12) The previous question: When the previous question is moved and seconded, it shall be put as follows: "Shall the main question be now put?". There shall then be no further amendment or debate; except that nothing herein shall allow the previous question to be called prior to a least one opportunity for each member of the council to speak on the question before the council. Any pending amendments shall be put in their order before the main question. If the motion for the previous question is lost, the main question remains before the council. An affirmative vote question is equivalent in effect to moving "That debate now cease, and the council shall immediately proceed to vote on the pending motion". In practice, this is done with the phrase "Call for the question", or simply saying "Question". (13) Withdrawal of motions: A motion may be withdrawn, or modified, by its movant without asking permission until the motion has been stated by the presiding officer. If the movant modifies his or her motion, the seconding council member may withdraw his or her second. After the question has been stated, the movant shall neither withdraw it nor modify it without the consent of the council. The subject different from that under consideration shall be admitted under color of amendment. A motion to amend an amendment shall be in order, but one to amend an amendment to an amendment shall not be in order. (14) Appropriations of money: Before formal approval by the council of motions providing for appropriation of money, information must be presented to the council showing purpose of the appropriation. In addition, before finally acting on such an appropriation, the council shall obtain a report from the city manager as to the availability of funds and his or her recommendations as to the desirability of the appropriation. (15) Transfer of appropriations: At the request of the city manager, at any time during the fiscal year, the council may by resolution transfer an unencumbered balance of an appropriation made for the use of one department, division, or purpose; but no transfer shall be made of revenues or earnings of any non-tax supported public utility to any other purpose. (h) Creation of committees, boards and commissions. (1) Council committees: The council may, by resolution and as the need arises, authorize the appointment of council committees. Any committee so created shall cease to exist when abolished by resolution of the council. Council committees shall comply with the Texas Open Meetings Act. (2) Citizen boards, commissions, and committees: The council may create other citizen boards, commissions, and committees to assist in the conduct of the operation of the city government with such duties as the council may specify not inconsistent with the City Charter or Code. Creation of such boards, commissions, and committees and memberships and selection of members shall be by council resolution if not otherwise specified by the City Charter or Code. Any board, commission, or committee so created shall cease to exist when abolished by a resolution approved by the council. No committee so appointed shall have powers other than advisory to the council or to the city manager, except as otherwise specified by the Charter or Code. All citizen boards, commissions, and committees shall comply with the procedural requirements of the Texas Open Meetings Act. Any reference in this article to "citizen boards, commissions, and committees" includes citizen task forces and citizen ad hoc boards, commissions, and committees unless otherwise indicated herein. (3) Appointments: a. Individual city council members making nominations for members to citizen boards, commissions, and committees will consider interested persons on a citywide basis. b. The city council will make an effort to be inclusive of all segments of the community in the board, commission, and committee appointment process. City council members will consider ethnicity, gender, socio-economic levels, and other factors to ensure a diverse representation of Denton citizens. c. The city council will take into consideration an individual's qualifications, willingness to serve, and application information in selecting nominations for membership to each board, commission, and committee. d. In an effort to ensure maximum citizen participation, city council members will continue the general practice of nominating new citizens to replace board members who have served three (3) consecutive terms on the same board per the provisions of Denton Code of Ordinances, section 2-65. This provision does not apply to citizen task forces and citizen ad hoc committees. e. Each city council member will be responsible for making nominations for board, committee, and commission places assigned to him or her, which shall correspond to the city council member's place. Individual city council members will make nominations to the full city council for the governing body's approval or disapproval. (4) Rules of procedure: a. All board, commission, and committee members, including citizen board, commission, and committee members, shall comply with the provisions of article II of chapter 2 of the Code of Ordinances. All board, commission and committee members, including citizen board, commission, and committee members, shall be provided a copy of these rules of procedure and a copy of the City of Denton Handbook for Boards, Commissions and Committees, which shall govern operational procedures of all boards, commissions and committees, including citizen boards, commissions, and committees. All boards, commissions, and committees, including citizen boards, commissions and committees, shall comply with these rules as to the preparation of minutes of meetings, and such minutes shall be prepared in accordance with the policies and procedures of the city secretary. b. All citizen board, commission, and committee members shall comply with the procedural requirements of the V.T.C.A., Texas Government Code Chapter 551, also known as the "Texas Open Meetings Act" as they appear now or may be amended in the future. Notice of all meetings shall be posted in compliance with the Texas Open Meetings Act and minutes and records will be maintained in accordance with requirements of the city secretary's office. Each citizen board, commission, and committee member shall be provided a copy of the Texas Open Meetings Act. Penalty provisions of the Texas Open Meetings Act shall only apply to citizen boards, commissions, and committees with rule making or quasi-judicial power, as set forth in the Texas Open Meetings Act and as interpreted by Texas Courts. (i) Votes required. Questions on which the voting requirement is varied by the Charter, State Statutes and these rules are listed below: (1) Charter and state statutory requirements: a. Charter amendmentFive (5) votes: Ordinances submitting proposed Charter amendments must be adopted by a two- XI, § 3 and V.T.C.A. Local Government Code Ch. 9 (Vernon 2014.)) For a seven-member council, this means five (5) members must vote affirmatively. b. Levying taxesFive (5) votes: Ordinances providing for the assessment and collection of certain taxes require the approval of two-V.T.C.A. Tax Code § 302.101 (Vernon 2014)). c. Changing paving assessment plansFive (5) votes: Changes in plans for paving assessment require a two- 313.053(e) (Vernon 2014)). d. Changes in zoning ordinance or zoning classifications: In cases of a written protest of a change in a zoning regulation or zoning classification by the owners of twenty (20) percent or more either of the area of the lots included in such proposed change, or of the lots immediately adjoining the same and extending two hundred (200) feet therefrom, such amendment shall not become effective except by the favorable vote of three-fourths (¾) of all members of the city council; further, three-fourths (¾) of all the members of the city council is required to override the decision of the planning and zoning commission that a zoning change be denied (V.T.C.A. Local Government Code § 211.066 (Vernon 2014)) and section 35.3.4.C.(4) Denton City Code (Development Code)). ("All" members of the city council is construed to mean all who are qualified to vote on a matter, and any legal disqualification of a member could change the requisite number of votes required for passage. City of Alamo Heights v. Gerety et al. , 264 S.W. 2d 778 (Ct. App. San Antonio (1954)). e. Amendment of tax abatement policy: The guidelines and criteria adopted as the city's tax abatement policy may be amended or repealed by a vote of three-fourths (¾) of all members of the city council (V.T.C.A. Tax Code § 312.002(c) (Vernon 2014)). (j) Severability clause. If any section, subsection, paragraph, sentence, clause, phrase or word in this section, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. (Ord. No. 2001-193, § 1, 5-1-01; Ord. No. 2001-204, § 1, 5-29-01; Ord. No. 2002-018, § 1, 1-8- 02; Ord. No. 2003-235, § 1, 8-5-03; Ord. No. 2003-373, §§ 1(6.3), 2; Ord. No. 2004-033, § 1(6.4b., c.), 1(6.5), 2-3-04; Ord. No. 2004-182, § 1, 7-20-04; Ord. No. 2004-298, § 2, 9-21-04; Ord. No. 2005-174, § 1, 6-21-05; Ord. No. 2006-175, § 1, 6-20-06; Ord. No. 2008-159, § 1, 7- 15-08; Ord. No. 2009-174, § 1, 8-4-09; Ord. No. 2010-258, § 1, 10-19-10; Ord. No. 2010-312, § 1, 12-7-10; Ord. No. 2011-038, § 1, 3-1-11; Ord. No. 2015-231, § 1, 8-4-15 ; Ord. No. 2016-197, § 1, 7-19-16; Ord. No. 2018-551, § 2, 4-17-18; Ord. No. 2018-574, § 2, 4-17-18; Ord. No. 2018- 1376, § 2(Att. A), 8-28-18) City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: ACM: Mario Canizares DATE: April 2, 2019 SUBJECT Provide a report, hold a discussion, and give staff direction regarding appointment to, and removal from, all boards and commissions of the City. BACKGROUND leave of absence Board position. Article III, Division 3, Section 2-83(c) of the City of Denton Code Ordinances addresses attendance requirements for Boards and Commissions. There is no reference within this article about meetings of the board, commission, or committee of which he or she is a member in any one (1) year or lack of attendance at fifty (50) percent of the number of regular meetings in a year, unless such absence is removal of the member by the city council from such board, commission, or committee. Due to a recent resignation, meeting attendance, and other factors, including two members reported to have taken a leave of absence, concerns ability to maintain a quorum at future meetings. For the Board of Ethics, a quorum is comprised of four members (alternates can be used to reach a quorum). The table below outlines current Board membership status: Member Nominating CM Membership Status Present Term VACANT \[Sandy Kristoferson\] Vacant 2018-2020 Gerard Hudspeth Keely Briggs Lara Tomlin Current 2018-2019 Don Duff Current 2018-2020 Don Cartwright John Ryan Jesse Davis \[Chair\] Current 2018-2019 Deb Armintor Leave of Absence 2018-2019 David Zoltner \[Vice Chair\] Paul Meltzer Karen McDaniels Current 2018-2020 Chris Watts Ron Johnson Abstain due to Conflict 2018-2020 Deb Armintor Current 2018-2020* Deborah Cosimo (alternate) Gerard Hudspeth Attended No Meetings 2018-2020* Ben Clark (alternate) Deb Armintor Leave of Absence 2018-2020* Kara Engstrom (alternate) *Still need to draw lots to determine Term-End date The complaints that the Board of Ethics is currently considering were filed by Board Member, Ron Johnson. As such, Mr. Johnson is currently abstaining deliberation, thereby further limiting the number of members who are eligible to deliberate and resolve the current complaints. Vacancies due to resignations or removal for cause may be filled using th andCommission nomination/appointment process. Once a qualified nominee is submitted, that vacancy can be filled at the next official meeting of the City Council. OPTIONS Staff is seeking direction from the City Council on how to address membership concerns associated with a reported leave of absence by a member of City Board or Commission. Option 1: Consider a reported leave of absence an automatic resignation from the board. This would require an amendment to the Code of Ordinances and, depending on how this is structured, could impact requirements for either the Board of Ethics only or all Boards and Commissions. Option 2: Consider a reported leave of absence as an unexcused absence. Once board members on for removal pursuant to Section 2-83(c) of the Code and Article XIV, Section 14.16 of the City Charter. Alternatively, the City Council may amend Section 2-63 to define a leave of absence as neglect of duty and, therefore, Option 3: Consider a reported leave of absence an excused absence by amending Section 2-83(c) of the Code to make a leave of absence qualify as excused. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Resolution 18-1121 Exhibit 3 Resolution 18-1214 Exhibit 4 Board of Ethics Meeting Attendance Exhibit 5 Ordinance 18-757 Exhibit 6 Ordinance 18-1043 Exhibit 7 Presentation Respectfully submitted: Rachel Wood and Rosa Rios Chief of Staff City Secretary o o o o o o o o o o o o o o o Prior Registration Open Microphone DIVISION 2. - QUALIFICATIONS FOR MEMBERS Sec. 2-61. - Requirements generally. Each member of a board or commission, in addition to qualifications prescribed by federal or state law or ordinance, shall be a qualified voter of the city. (Code 1966, § 1-21(a); Ord. No. 93-140, § I, 8-3-93) Sec. 2-62. - Conflict of interest. A member of a board or commission of the city having a substantial interest in a business entity or real property, as those terms are defined in chapter 171 of the Texas Local Government Code as it now reads or may hereafter be amended, shall comply with chapter 171 and, if necessary, shall abstain from voting on a matter involving the business entity or real property and file an affidavit setting forth the substantial interest in the matter to be voted upon. (Code 1966, § 1-22; Ord. No. 96-154, § II, 7-9-96; Ord. No. 99-268, § 1, 8-3-99) Charter reference Personal interest of officers and employees, § 14.04. State Law reference Conflict of interest, V.T.C.A., Local Government Code § 171.001 et seq. Sec. 2-63. - Removal from office. Should a board or commission member cease to meet the qualifications prescribed in section 2-61 or 2-62, if applicable, or should such member be convicted of a felony during his term of service, such failure or conviction, as the case may be, shall be cause for removal. (Code 1966, § 1-23) Sec. 2-64. - Exceptions. The provisions of this article shall not apply to task forces, ad hoc committees or other commissions established by the city council from time to time to make recommendations with respect to a particular subject or issue and which are not intended to be permanent in nature. (Code 1966, § 1-24) Sec. 2-65. - Term of office. No board or commission member shall be eligible for appointment to a board or commission for more than three (3) consecutive terms on such board or commission. A board or commission member who has served three (3) consecutive terms shall not be eligible for reappointment to that same board or commission for a period of one year. (Ord. No. 93-140, § II, 8-3-93; Ord. No. 93-212, § I, 11-16-93) Secs. 2-662-80. - Reserved. {Ļĭ͵ ЋΏЏЌ͵ Ώ wĻƒƚǝğƌ ŅƩƚƒ ƚŅŅźĭĻ͵ Should a board or commission member cease to meet the qualifications prescribed in section 2-61 or 2-62, if applicable, or should such member be convicted of a felony during his term of service, such failure or conviction, as the case may be, shall be cause for removal. (Code 1966, § 1-23) {Ļĭ͵ ЋΏБЌ͵ Ώ DĻƓĻƩğƌ ƩǒƌĻƭ͵ (a) Quorum. A quorum for the transaction of business of a board shall be a majority of the members appointed to the board. (b) Voting required. No attending member of a board shall be excused or shall abstain from voting on any matter before the board on which a vote is called or required, except where a board member's personal interest is involved. When such member's personal interest is involved, such member shall announce such interest at the commencement of consideration of the matter, and such member shall not enter into discussion or debate on such matter and shall abstain from voting thereon and shall fill out an affidavit stating such interest in accordance with V.T.C.A., Texas Local Government Code § 171.004. A member shall be considered to have a personal interest in a matter whenever any matter before the board could or does affect the member's financial interest. The phrase "financial interest" when used herein shall have the same meaning as "substantial interest in a business entity" as that phrase is defined in V.T.C.A., Texas Local Government Code § 171.002. Charter reference Personal interest, § 14.04. (c) Absences. Every board, commission, and committee member shall attend all regularly called and scheduled meetings of the board, commission, or committee of which he or she is a member. The chairperson shall announce, for the record, the names of members absent and determine if the absence is excused or unexcused. Members who cannot attend the meeting should contact the chairperson or an appropriate staff liaison concerning his or her absence prior to the meeting. The unexcused absence of any board, commission, or committee member from more than three (3) regularly called and scheduled meetings of the board, commission, or committee of which he or she is a member in any one (1) year or lack of attendance at fifty (50) percent of the number of regular meetings in a year, unless such absence is excused, shall be considered "cause," as that term is used in section 14.16 of the Charter, for removal of the member by the city council from such board, commission, or committee. An excused absence shall include personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, absence necessary for the member's business or employment, and any related emergencies or other matters which the board, commission, or committee finds qualify as an excused absence. Attendance reports will be provided by boards, commissions, and committees to the city council on a quarterly basis for their review. Copies of this ordinance shall be forwarded to members of all of the standing boards, commissions, and committees and to new members as they are appointed. (Code 1966, § 1-44; Ord. No. 96-154, § III, 7-9-96; Ord. No. 00-046A, § 1, 2-1-00) City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2235,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on confidentiality agreements and non-disclosure agreements. City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: CM: Todd Hileman DATE: September 24, 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 identity 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. other development agencies, each lead 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 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: 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. The Ordinance would only apply to NDAs/CAs related to economic development and utility operations (electric and solid waste). Employee Severance Agreements would not be eligible or authorized under this Ordinance. 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 Draft Ordinance Exhibit 3 Presentation Respectfully submitted: Antonio Puente, Jr., 349-7283 Chief Financial Officer ORDINANCE NO. _________________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE NON-DISCLOSURE OR CONFIDENTIALITY AGREEMENTS AS NEEDED; PROVIDING FOR A REPEALER; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City from time to time requires the use of non-disclosure or confidentiality ) for economic development or electric or solid waste utility operations; and WHEREAS, the inability of the City to use such Agreements, and use them timely, limits the articipate in initial discussions of opportunities that may be beneficial to the City; and WHEREAS, it is a best practice and organizationally efficient for the Agreements to be executed administratively by the City Manager, or his designee, after approval of the same by the City Attorney; and WHEREAS, the City Manager, or his designee, will maintain documentation, in either written or electronic form, for executed Agreements; and WHEREAS, the City Manager shall, in conjunction with the City Attorney, provide the City Council, on a weekly basis, a list of all agreements executed pursuant to this ordinance; and WHEREAS, the City Council finds it in the public interest for the City Manager, or his designee, to administratively execute non-disclosure and confidentiality agreements for economic development or electric or solid waste utility operations after approval of the same by the City Attorney, or his designee; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager, or his designee, is authorized to execute non-disclosure or for economic development and utility operations (electric and solid waste) and only after the same has been approved by the City Attorney, without further authority, guidance, or direction from the City Council, and is further authorized to carry out the rights, duties, obligations and responsibilities of the City under the Agreements. SECTION 3. The City Manager, or his designee, shall maintain documentation, in either written or electronic form, for all Agreements executed pursuant to this ordinance. SECTION 4. The City Manager shall, in conjunction with the City Attorney, provide to the City Council, on a weekly basis, a list of Agreements executed pursuant to this ordinance. SECTION 5. Nothing herein should be construed to authorize an agreement related to the severance of an employee. SECTION 6. All ordinances or parts of ordinances in force when the provisions of this ordinance became effective which are inconsistent, or in conflict with the terms or provisions contained in this ordinance are hereby repealed to the extent of any such conflict. SECTION 7. If any section, subsection, paragraph, sentence, clause, phrase or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 8. 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 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: _________________________________ PAGE 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2281,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding manufactured home financial risk disclosures. City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: CM/ DCM/ ACM: Sara Hensley, Assistant City Manager DATE: September 24, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding manufactured home financial risk disclosures. BACKGROUND On Jan. 8, 2019, Council Member Meltzer requested information on the feasibility of requiring disclosure of the unique financial risk to prospective buyers of manufactured homes (colloquially referred to as Manufactured homes generally refer to a single-family structure constructed in a factory and conforms to the standards required by the U.S. Department of Housing and Urban Development (HUD). These homes are equipped with non-removable chassis so that they may be transported from the factory or sales site to a permanent or non-permanent location. While the chassis allows for transport, manufactured homes are intended to be stationary over a long period of time and should not be confused with recreational vehicles (RV). HUD imposes building standards for manufactured homes and, when those standards are met, Housing and Urban Development (HUD) Oversight The Safety Standards Act of 1974 authorizes HUD to establish federal standards for the design and construction of manufactured homes to assure quality, durability, safety, and affordability. Since 1976, manufactured homes have been subject to the Manufactured Home Construction and Safety Standards (the regulates the home's design and construction, strength and durability, transportability, fire resistance, energy efficiency, and quality control. HUD enforces these standards directly or through State Administrative Agencies, inspects factories and retailer lots, regulates installation standards for the homes, administers a dispute resolution program for defects, establishes and collects a fee for each home built, authorizes a certification label to be placed on homes that meet the HUD standards, and pursues a civil or criminal action for violations of the Safety Standards Act. HUD or its State Administrative Agency offer many resources for potential manufactured home buyers, particularly on how to seek resolution to performance- or safety-related defects in the manufacture of the home. Retailers and manufacturers are required by law to correct these defects if they create an unreasonable risk of injury or death or are related to design or assembly errors. Risk Disclosure or Notification The Texas Department of Housing and Community Affairs (TDHCA) is the HUD State Administrative Agency for Texas and is responsible for enforcing manufactured home requirements at the state level. As part of purchasing paperwork for the retail sales of new or used manufactured homes, TDHCA requires that the purchaser sign a disclosure form that outlines financial issues, options, and risks for the purchaser to consider (see attached ISR). This form is not required in cases of non-retail sales of used homes. In situations where a manufactured home or mobile home park requires ownership of any home within the park, the sale may involve little more than a title transfer and exchange of funds. Other sales may involve the use of standard Texas Real Estate Commission (TREC) forms; however, even in these cases there is no specific financial disclosure related to manufactured homes. As a home rule City, Denton is not pre-empted by the state of Texas in its ability to require certain notifications or disclosures be made at a point of sale. It is important to note that the lack of restriction does not alleviate other risks and concern in such an action. Requiring the disclosure of any financial risks to ownership of a manufactured home could leave the city open to claims of tortious interference with a business relation or contract. Additionally, an equal protection claim could be made if the City is not making similar requirements of other similarly situated transactions, such as requiring the disclosure for manufactured homes, but not site-built single-family homes. A communications campaign would be required to ensure that there is broad awareness of any local disclosure law with those parties who would be potentially involved in a manufactured home sale. Alternatives to Required Disclosures As an alternative to a local ordinance compelling the disclosure of financial risks or concerns to manufactured home purchasers would be for staff to attempt to work in partnership with the management teams of manufactured home parks to distribute information to potential buyers when opportunities present themselves. Such managers have an interest in maintaining ownership stability within the manufactured home park and a high rate of ownership turnover can adversely impact the proper maintenance and upkeep of those properties and potentially erode property values of other nearby manufactured homes. Additionally, to the extent that sales transactions involve licensed real estate agents, staff may attempt partner with local licensed real estate agents, and local real estate professional organizations, to encourage the communication of financial risks through a disclosure-like form or document. Real estate agents have less incentive to be concerned with the ongoing financial stability of the purchaser beyond the actual transaction, so it is possible this option may not result in a broad use of any disclosure or informational documents. There are challenges with these alternatives, namely: It will be difficult to measure the effectiveness of these efforts; These efforts will have costs in both staff time and communications materials; and FISCAL INFORMATION While the fiscal impact of requiring disclosures for manufactured homes is undefined, there will certainly be hard and soft costs for the implementation, communication, and enforcement of any ordinance relating to this topic. RECOMMENDATION Provide policy direction on this topic. PRIOR ACTION On March 15, 2019, staff issued ISR 2019-052 which provided additional information on this subject. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Presentation Exhibit 3 ISR 2019-052 Respectfully submitted: Ryan Adams Deputy Director of Public Affairs/IGR Date: March 15, 2019 Report No. 2019-052 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Information on the City of Denton’s ability to facilitate the communication of financial risks relating to purchase of a manufactured home. EXECUTIVE SUMMARY: On Jan. 8, 2019, Council Member Meltzer requested information on the feasibility of requiring disclosure of the unique financial risk to prospective buyers of manufactured homes (historically referred to as “mobile homes”) within manufactured/mobile home developments. While a local ordinance requiring a disclosure is not pre-empted by state or federal law, alternative options that involve working with local manufactured home parks and real estate agents may provide effective communication without increasing the risk of legal liability to the City. BACKGROUND: Manufactured homes generally refer to a single-family structure constructed in a factory and conforms to the standards required by the U.S. Department of Housing and Urban Development (HUD). These homes are equipped with non-removable chassis so that they may be transported from the factory or sales site to a permanent or non-permanent location. While the chassis allows for transport, manufactured homes are intended to be stationary over a long period of time and should not be confused with recreational vehicles (RV). HUD imposes building standards for manufactured homes and, when those standards are met, requires a certification label (a “HUD tag”) to be affixed to the home. Housing and Urban Development (HUD) Oversight The Safety Standards Act of 1974 authorizes HUD to establish federal standards for the design and construction of manufactured homes to assure quality, durability, safety, and affordability. Since 1976, manufactured homes have been subject to the Manufactured Home Construction and Safety Standards (the “HUD code”) that regulates the home's design and construction, strength and durability, transportability, fire resistance, energy efficiency, and quality control. HUD enforces these standards directly or through State Administrative Agencies, inspects factories and retailer lots, regulates installation standards for the homes, administers a dispute resolution program for defects, establishes and collects a fee for each home built, authorizes a certification label to be placed on homes that meet the HUD standards, and pursues a civil or criminal action for violations of the Safety Standards Act. HUD or its State Administrative Agency offer many resources for potential manufactured home buyers, particularly on how to seek resolution to performance- or safety-related defects in the manufacture of the home. Retailers and manufacturers are required by law to correct these defects if they create an unreasonable risk of injury or death or are related to design or assembly errors. Risk Disclosure or Notification The Texas Department of Housing and Community Affairs (TDHCA) is the HUD State Administrative Agency for Texas and is responsible for enforcing manufactured home Date: March 15, 2019 Report No. 2019-052 requirements at the state level. As part of purchasing paperwork for the retail sales of new or used manufactured homes, TDHCA requires that the purchaser sign a disclosure form that outlines financial issues, options, and risks for the purchaser to consider (see attached form). This form is not required in cases of non-retail sales of used homes. In situations where a manufactured home or mobile home park requires ownership of any home within the park, the sale may involve little more than a title transfer and exchange of funds. Other sales may involve the use of standard Texas Real Estate Commission (TREC) forms; however, even in these cases there is no specific financial disclosure related to manufactured homes. As a home rule City, Denton is not pre-empted by the state of Texas in its ability to require certain notifications or disclosures be made at a point of sale. It is important to note that the lack of restriction does not alleviate other risks and concern in such an action. Requiring the disclosure of any financial risks to ownership of a manufactured home could leave the city open to claims of tortious interference with a business relation or contract. Additionally, an equal protection claim could be made if the City is not making similar requirements of other similarly situated transactions, such as requiring the disclosure for manufactured homes, but not site-built single- family homes. A communications campaign would be necessary to ensure that there is broad awareness of the local disclosure law with those parties who would be potentially involved in a manufactured home sale within the City of Denton. Alternatives to Required Disclosures As an alternative to a local ordinance compelling the disclosure of financial risks or concerns to manufactured home purchasers would be for staff to work in partnership with the management teams of manufactured home parks to distribute information to potential buyers when opportunities present themselves. Such managers have an interest in maintaining ownership stability within the manufactured home park and a high rate of ownership turnover can adversely impact the proper maintenance and upkeep of those properties and potentially erode property values of other nearby manufactured homes. Additionally, to the extent that sales transactions involve licensed real estate agents, staff has the ability to partner with local licensed real estate agents, and local real estate professional organizations, to encourage the communication of financial risks through a disclosure-like form or document. Real estate agents have less incentive to be concerned with the ongoing financial stability of the purchaser beyond the actual transaction, so it is possible this option may not result in a broad use of any disclosure or informational documents. CONCLUSION: In non-retail transactions, the City of Denton is not restricted from requiring a disclosure form to be used; however, in doing so the City may be open to certain legal liabilities. Additional research is needed on how to effectively deploy a disclosure if the Council were to proceed in this policy direction. Non-ordinance alternatives are available, particularly working with manufactured home park managers to communicate financial risks to potential home purchasers. Date: March 15, 2019 Report No. 2019-052 ATTACHMENT(S): TDHCA Manufactured Home Disclosure Form STAFF CONTACT: Ryan Adams Assistant to the City Manager (940) 349-8565 Ryan.Adams@cityofdenton.com Texas Department of Housing and Community Affairs M ANUFACTURED H OUSING D IVISION P. O. BOX 12489 Austin, Texas78711-2489 (877)313-3023, (512) 475-2200, FAX-(512) 475-3506 Internet Address: www.tdhca.state.tx.us/mh/index.htm MAKING AN INFORMED DECISION ABOUT BUYING A MANUFACTURED HOME IF YOU HAVE QUESTIONS CALL 1-877-313-3023 WWW.TDHCA.STATE.TX.US/MH Ownership of ANY home brings many responsibilities. Buying a manufactured home involves many important and unique considerations. This disclosure is to assist you in recognizing and understanding many of those factors. Please read it carefully. CHOOSING A MANUFACTURED HOME AS YOUR HOME:Manufactured homes come in a variety of sizes, styles, design features, amenities, and price ranges. All manufactured homes are built to federal standards established by the federal Department of Housing and Urban Development (HUD). Also, the federal government andthe state of Texas requiremanufacturers, retailers and installers to give certain warranties on manufactured homes. The type of warranties you receive will depend on whether you are purchasing a new or used manufactured home. You have the right to see the manufacturer’s warranty and the retailer’s warranty before entering into a sales purchase contract to purchase a manufactured home. _____ initials CHOOSING A MANUFACTURED HOME RETAILER:The State of Texas licenses and oversees manufacturers, retailers, brokers, salespersons, and installers of manufactured homes. The agency responsible for this licensing and oversight is the Texas Department of Housing and Community Affairs, Manufactured Housing Division (the “Department”). Your properly licensed manufactured home retailershould display, or be willing to show you, its license in its sales office. Dealing with licensed parties can provide important consumer protections. _____ initials DEPOSITS:You may be required by a manufactured home retailerto place a deposit on a home, regardless of whether the home is on the retailer’s sales lot, is being sold at another location, or will be ordered from a factory. The amount of the deposit is determined between you and your retailer. The deposit becomes adown payment upon execution of a binding sales purchase contract. _____ initials MHD FORM 1038 / Consumer-Disclosure.docPage 1of 6Rev.10/12/2018 REFUNDS: You have the right to demand a refund of the deposit or down payment, and receive that refund within 15 days thereafter, if you timely and properly rescind the sales purchase contract. A retailer may keep up to 5% of the estimated cash price if the consumer specially orders from the manufacturer a manufactured home that is not in the retailer's inventory,the home conforms to the specifications of the special order and any representations made to the consumer,the consumer fails or refuses to accept delivery and installation of the home by the retailer, and the consumer was given conspicuous written notice of the requirements for retaining the deposit. Aretailermay deduct from yourdeposit or down payment for any expenses incurred by the retailer ifyou contractwith the retailer to arrange for services that are performed by an appraiser of real property or a title company in connection with real property that will be included in the purchaseor when real property is pledged by you as collateral for the purchase of the manufactured home. The retailer mustprovide notice of laws relating to rescission and real property appraisal and title work expenses before signing the contract for real property appraisal and title work services.The retailer must alsoprovide an itemized list of the specific real property appraisal and title work expenses incurred by the retailer. _____ initials FINANCING OPTIONS: A manufactured home in Texas has tremendous flexibility when it comes to financing because it can be financed as personal property (typically a consumer loan secured by the home only) or, if you own the land the home is on (or have a qualifying long term lease on the land) as real property (typically a mortgage loan secured by the home and the land). You should talk to possible lenders about the terms they can offer. If you think one lender is offering too high a rate, talk to another lender. Consumer lenders must generally be registered with the Office of the Consumer Credit Commissioner. Mortgage loans are usually originated by mortgage brokers (licensed with the Savings and Mortgage Lending Department), mortgage bankers (registered with the Savings and Mortgage Lending Department), or financial institutions (regulated by state and/or federal regulators, depending on the type of financial institution). W HEN YOU MAKE A DECISION ABOUT BUYING A MANUFACTURED HOME,PLAN FOR FLEXIBILITYAND CHANGE. YOUR LOAN WILL BE AMAJOR FACTOR IN DETERMINING YOUR PAYMENTS, BUT THERE ARE OTHER IMPORTANT FACTORS YOU SHOULD ALSO THINK ABOUT, SUCH AS: Adjustable rate loans –If rates go up, your loan payments will go up. Property taxes –Changes in property valuation and changes in tax rate can result in changes in your payments. Insurance –If premiums increase, your payments will go up. Lot rent –If you are renting the lot your home is on, your rent may be subject to increase. _____ initials MHD FORM 1038 / Consumer-Disclosure.docPage 2of 6Rev.10/12/2018 LOCAL RESTRICTIONS AND REQUIREMENTS (ZONING): Depending on where a home is to be located it may be subject to special local requirements, including zoning and deed restrictions. These local requirements may affect where the home can be placed and may also involve other related requirements (and expenses) such as size requirements, construction requirements.Contact the local municipality, county, and subdivision manager to find out what, if any, requirements of this sort may apply to any site where you are going to place a manufactured home. _____ initials SITE PREPARATION: The installer is responsible for proper preparation of the site where anew manufactured home is to be installed. A consumer is responsible for proper preparation of the site where a used manufactured home is to be installed. If you do not think you can prepare your site properly, consider hiring someone else with the rightexperience and equipment to do it for you. Proper site preparation includes a site for placement of the home that has good drainage so that water will not collect or run under or around the home; and firm compacted soil with no stumps, debris, or other matter. The site that is selected and prepared also needs to meet any setback or other placement requirements and have access to any required water, septic system, and utilities. PROPER SITE PREPARATION IS ESSENTIAL! _____ initials INSTALLATION:If you are purchasing a NEW manufactured home. Installation must be included. If you are purchasing a USED manufactured home, installation may or may not be included. If installation is not included and you arrange for it yourself, remember, ONLY A LICENSED INSTALLER may install a manufactured home. The installer who actually installs the home must also provide a warranty. PROPER INSTALLATION BY A LICENSED INSTALLER IS REQUIRED BY LAW IN ORDER FOR A HOME TO BE OCCUPIED. If you are buying a home that has already been installed, you should ask the selling retailer if they will check the leveling, check for the presence (if required) and condition of any vapor retarder, check anything else regarding the foundation/stabilization system, or provide any other installation- related services. If you acquire a used manufactured home that is already installed in a Wind Zone II county but the home is a Wind Zone I home, which means that home was not designed or constructed to withstand a hurricane force wind occurring in a Wind Zone II or III area, the home cannot be installed in a Wind Zone II area unless it was constructed before September 1, 1997. _____ initials MHD FORM 1038 / Consumer-Disclosure.docPage 3of 6Rev.10/12/2018 UPKEEP AND MAINTENANCE: ANY home requires regular upkeep and maintenance –things like periodic checking of and repairs to the roof, keeping vents and filters clear, maintaining septic systems and wells in safe and sanitary working order, caulking to prevent leaks, and periodic painting. Also, depending on the foundation system you choose, a manufactured home may require periodic checking to be sure that it is still level and that the anchors and straps are secure. _____ initials FOUNDATION MAINTENANCE:You must accept all responsibility for maintenance of the site upon closing. These responsibilitiesinclude: maintaining good drainage around the home, preventing soil erosion, periodic inspections of foundation supports and anchorage, and any leveling or adjustment that may be required unless contractually agreed otherwise. Homes located in areas thathave soils with high clay content that expands and contracts must maintain consistent moisture levels. This may include watering around the foundation during dry summer months and managing the size and proximity of the vegetation near the foundation. _____ initials LOT RENT: If you rent the lot your home is on, in addition to the possibility of rent increases, it is possible that the property owner could decide to change the use of the land and not renew your lease. Although you would be given advance notice, this would mean that you would have to move your home and have it installed somewhere else. _____ initials WATER AND UTILITIES: Be sure that your lot has access to water. If you must drill a well, consider contacting several drillers for bids. If water is available through a municipality, utility district, water district, or cooperative, you should inquire about the rates you will have to pay and the costs necessary to join the water system. Be sure that any utilities you will need are available at your site and, if they are not, find out what will be involved in getting them delivered and connected. _____ initials SEWER CONNECTIONS OR SEPTIC SYSTEMS: If your lot is not serviced by a municipal sewer system or utility district, you will have to install an on-site sewer facility (commonly known as a septic system). There are a number of concerns or restrictions that will determine if your lot is adequate to support a septic system. Check with the local county or a licensed private installer to determine the requirements that apply to your lot and the cost to install such a system. _____ initials MHD FORM 1038 / Consumer-Disclosure.docPage 4of 6Rev.10/12/2018 HOMEOWNERS ASSOCIATIONS AND FEES: Many subdivisions have mandatory assessments and fees that lot owners must pay. Check with the manager of the subdivision in which your lot is located to determine if any fees apply to your lot. _____ initials PROPERTY TAXES: Manufactured homes are appraised and subject to property taxes. Depending on the type of loan you have, your lender may escrow for these taxes, and this will increase your monthly payments. Whether you select personal property or real property status for your home may impact any homestead exemption that you may obtain to reduce your tax liability. Talk with the county tax office if you have any questions. Failing to pay your taxes or make arrangements with the tax assessor-collector may place you at risk of having tax liens recorded on your home and, possibly, having the home foreclosed for non-payment of taxes. If you do not have alender that escrows for the taxes, the tax assessor-collector will work out an escrow arrangement with you if requested. _____ initials INSURANCE: Your lender will almost certainly require you to obtain insurance. You should request quotes from the agent of your choice to obtain the insurance. Even if you do not have a lender, it is a good idea to obtain insurance to protect your home and yourself. _____ initials THE MANUFACTURED HOMEOWNER CONSUMERCLAIMS PROGRAM(the “CLAIMS PROGRAM”): The ClaimsProgram is established by law to protect consumers who incur certain actual damages arising from specified violations of law involving acts or omissions of licensees. To learn more about the Claims Program you can check the Department’s website at: www.tdhca.state.tx.us/mhor call the Department for a printed description of the Claims Program and how it works. Claims on the Claims Program must be verified and must be made within two years from the date ofthe act or omission or when it was discovered or reasonably should have been discovered. _____ initials RIGHT OF RESCISSION: Once you enter into a contract with a selling retailer to acquire a manufactured home, you have a right to rescind the contract. You may, not later than the third day after the applicable contract is signed, rescind the contract without penalty or charge. The right to rescind may be modified or waived only if you have a bona fide emergency. The Department has rules about the detailed requirements for waivers and modifications. _____ initials MHD FORM 1038 / Consumer-Disclosure.docPage 5of 6Rev.10/12/2018 This Six Page Disclosurewas provided to me/us by the retailer and/or lender shown below on this date. It was provided to me/us before I/we completed a credit application (if a financed transaction), or before I/we signed a contract to purchase or exchange a manufactured home. ___________________________________________________________________ DATERETAILER or LENDER ____________________________________________ LICENSE NUMBER (if a retailer) ___________________________________________________________________________ CUSTOMER signatureCUSTOMER signature ___________________________________________________________________________ CUSTOMER printed nameCUSTOMER printed name Date:_________________________________Date:__________________________________ MHD FORM 1038 / Consumer-Disclosure.docPage 6of 6Rev.10/12/2018 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1914,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on the FY2019-2020 City Council priorities as discussed during the August 17, 2019 City Council retreat and August 27, 2019 City Council work session. City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: CM/ DCM/ ACM: Todd Hileman, City Manager DATE: September 24, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction on the FY2019-2020 City Council priorities as discussed during the August 17, 2019 Council retreat and August 27, 2019 City Council work session. BACKGROUND Each fiscal year, the Denton City Council conducts a retreat where priorities are established for the upcoming fiscal year. The City Council held their most recent annual retreat on Saturday, August 17, 2019 The City Council discussed several potential priorities during their retreat. The potential priorities discussed were written down on poster paper and each elected official was given eight dots to express support for specific priorities to adopt for FY 2019-2020. The priorities listed below received the most support during the August 17 retreat. Priority Area Votes Received Update Sustainable Denton Plan 5 Complete revision of Mobility Plan 5 City Hall West 5 Affordable Housing Strategy 5 Countywide Homelessness Strategy 3 Public-Private Partnerships 3 Hunter/Cole Ranch 3 During on August 27 Council work session, staff presented the top priorities receiving support during the retreat for further Council discussion and direction. Staff was directed to gather more information about each potential priority area, including those areas that received less than 3 votes, selection of priority areas for FY2019-2020. Staff has gathered information about recent and ongoing work that corresponds to each potential priority area. The information is organized by potential priority area, number of votes received, primary departments responsible, project description, and current initiatives. The information can be found in the attached matrix. Once adopted, the FY2019-2020 priorities will serve as the foundation for budget development and the primary staff focus for the upcoming fiscal year. Staff will develop meaningful metrics and a dashboard to track progress on adopted priorities, as well as major projects and goals by service area. EXHIBITS 1. Agenda Information Sheet 2. Priority List Matrix 3. Presentation Respectfully submitted: Sarah Kuechler Director of Public Affairs Prepared by: Erin Winn Assistant to the City Manager City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2275,Version:1 AGENDA CAPTION Receive a report, hold a discussion and give staff direction on the use of certified mailings in public hearing notifications. City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Development Services CM/ DCM/ ACM: Todd Hileman DATE: September 24, 2019 SUBJECT Receive a report, hold a discussion and give staff direction on the use of certified mailings in public hearing notifications. BACKGROUND Following a work session held on May 7, 2019, regarding using utility service addresses for notifications, City Council requested the use of certified mailings come back for further discussion. State law only requires cities to send feet of a proposed change in zoning (TLGC, Sec. 211.007(c)) and provide notice in the local paper (TLGC, Section 211.006(a)). Additionaly, the Denton Development Code requires notices be provided for comprehensive plan amendments (future land use map), specific use permits, and alternative environmentally sensitive area applications. Following a discussion with City Council on April 25, 2017, a policy was adopted to increase the notifications provided to residents of upcoming developments. This policy requires the City to send the 200-foot notice to property owners by certified mail goes beyond the state requirement for mailings by regular first-class mail. Planning and Zoning Commission held a work session on June 18, 2019 regarding certified mailings for certified mail and begin using only first-class mail. DISCUSSION The City is not legally required to provide notification by certified mail but is a prior policy decision. Below are advantages and disadvantages identified by staff regarding the use of certified mailings: Advantages Allows for the tracking of mail providing proof of mailing, but there have been few instances where the record of mailing has been needed. Disadvantages Requires the recipient to travel to the post office to collect the letter if they are not home at the time of delivery or they do not receive a notice. Cost is significantly higher than regular first-class mail. Certified mailing cost is $4.86 higher per piece of mail than first-class mail. Staff reviewed mailings over the last 3 years, included in Exhibit 2. On average, 23 certified letters are mailed to property owners within 200 feet of a development case at a cost of $138. If the change were made to use first-class mail, the cost would be reduced to $28 for a savings of $110 on average. The savings would be to applicants since the mailings are a pass-through cost for the City and applicants are charged the actual cost for all public notifications. Additionally, beginning in late April, staff began tracking the letters sent to property owners that were returned to City because of a failure to deliver. Approximately 32 percent of certified mailings were returned to the City during the period of this analysis. RECOMMENDATION Staff recommends discontinuing the use of certified mailing for notifications to property owners for public hearings due to complaints received regarding the difficulty in collecting the mail for some homeowners and follow Texas Local Government Code Section 211.007(c). PRIOR ACTION/REVIEW (Council, Boards, Commissions) May 2019 City Council requested a work session to discuss the use of certified letters for mailings related to development public hearings. June 2019 P&Z held a work session and was in support of stopping the use of certified mail and only using first class mail. FISCAL INFORMATION A change in process to use first-class mail would have resulted in a savings of $120 on average for applicants for cases in 2018 and nearly $3,000 in total. EXHIBITS 1. Agenda Information Sheet 2. Analysis 3. Presentation Respectfully submitted: Charlie Rosendahl Business Services Manager City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2085,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for information. City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT:City Manager’s Office ACM: Sara Hensley DATE: September 24, 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 completeor 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. 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 17, 2019 work session: 1. Revisiting Back In Parking i. The purported purpose of back-in parking on Hickory is safety. I understand the theory. But let’s look at the reality of this particular application. In the last analysis shared with us it did not appear to me that there were fewer collisions after the change than before. We know it’s a widely hated rule. We also know that as a practical matter people can readily park either way with the existing striping. We see it every day. If the rule is not in fact having the effect intended, my proposal would be to change the signs to say back-in parking recommended, i.e. not required. b. Requestor: Council Member Meltzer c. Date Requested: September 11, 2019 d. Related Informal Staff Report: No. 2018-164 Back-in Parking on Hickory (Exhibit 3) e. Policy decision or estimated staff time to complete report: Policy Discussion 2. City of Dallas Welcoming City Information i. Overview of the Welcoming Dallas Strategic Plan adopted by the City of Dallas. b. Requestor: Council Member Armintor c. Date Requested: August 28, 2018 d. Related Informal Staff Report: No. 2018-192 Dallas Welcoming City Information (Exhibit 4) e. Policy decision or estimated staff time to complete report: Work session request 3. Community Public Art Grants and Community Tree Grants i. Our community improvement grant program probably already allow for a neighborhood or community group to request matching funds for installing public art or planting a tree in public space. However, I’d like to talk about separating these two kinds of project into their own matching grant programs, tapping the Tree Fund and public art funds, and advertising the new programs to community groups. b. Requestor: Council Member Davis c. Date Requested: September 17, 2019 d. Related Informal Staff Report: N/A e. Policy decision or estimated staff time to complete report: Work session request EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Exhibit 3 – No. 2018-164 Back-in Parking on Hickory Exhibit 4 – No. 2018-192 City of Dallas Welcoming City Information Respectfully submitted: Stuart Birdseye Assistant to the City Manager Date: November 9, 2018 Report No. 2018-164 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Provide an overview of back-in parking on Hickory and recommendations for continued enforcement of back-in parking spaces. BACKGROUND: Staff has received several recent inquiries regarding the potential of either reconfiguring the back- in parking on Hickory Street or suspending back-in parking enforcement for designated spaces. Back-in parking along Hickory Street was a part of the Hickory Grand Street The project spanned from the Downtown A-Train Station to Locust Street and included new pavement construction, sidewalk widening, implementation of Americans with Disabilities Act standards, landscaping, parking reconfiguration, pedestrian lighting, and power supply for future growth. The total project budget was $3,232,882. Attachment 1 provides an overview of the funding sources used to complete the Hickory Grand Street project. Project History On Aug. 28, 2012, the City Council approved a professional services agreement with Michael Baker Jr. Inc., a local multi-discipline engineering firm for the design of the Hickory Grand Street project. Early drafts of the project design included back-in parking along Hickory Street as a way to accommodate motorists and enhance safety for pedestrians and bicyclists. On Feb. 5, 2013, staff provided City Council with a project update that was specifically focused on parking options for Hickory Street. The Feb. 5 presentation (Attachment 2) explained the advantages of back-in parking over traditional head-in angled parking. Advantages listed include: Drivers can pull out directly into the travel lane rather than needing to back out into oncoming traffic; Drivers are better able to see oncoming traffic and bicyclists; Car doors open such that they block access to the street and guide pedestrians to the sidewalk, particularly safer for children; The trunk of the car is accessed from the sidewalk rather than the street for loading; Back-in parking better accommodates on-street handicapped parking; and While parking, drivers -to--users. During the Feb. 5 presentation, staff also acknowledged that there are disadvantages of back-in parking including: Uncommonness and unfamiliar format for drivers; Confused drivers u-turning and pulling front-first into spaces from the opposite travel lane; Cars hanging over sidewalks and exhaust directly emitted onto sidewalks; and Difficulty in backing-up into a space if the car behind follows too closely. Date: November 9, 2018 Report No. 2018-164 At the conclusion of the Feb. 5 presentation, staff agreed to consult with the Traffic Safety Commission and Downtown Taskforce on the proposed project. Minutes from the Feb. 5 meeting (Attachment 3) reflect that the consensus of Council was to proceed with back-in parking. residents and business owners prior to completion of the Hickory Grand Street project design. Approximately 50 stakeholders attended the July 19 meeting, where general project concerns were raised, including comments about back-in parking. Staff provided a project update to the City Council at the Sept. 10, 2013 meeting that included an outline of stakeholder feedback provided at the July 19 public meeting and provided additional information on the benefits of back-in parking. These materials are included in Attachment 4. On Nov. 18, 2014, the City Council unanimously passed Ordinance 2014-384 that, amongst other provisions, established back-in only parking requirements. The ordinance (Attachment 5) states, ated as a back-in parking Enforcement The back-in parking spaces on Hickory Street were designed to slow the movement of vehicles and enhance safety for pedestrians, bicyclists, and alternative modes of transportation. Chapter 18 section 18-s requires drivers to properly use back-in parking spaces. Proper use of back-in parking is enforced throughout the day by parking officers and is monitored by patrol officers during the night and evening hours. The table below shows the number of parking citations issued in the 100-400 blocks of E. Hickory Street from 2014 (prior to the opening of back-in parking spaces) and each year through 2018. From 2016 to 2017 there was a marked decrease in the number of citations issued, this is likely due to residents becoming more familiar with and accustomed to the use of back-in parking spaces. Parking Citations Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec TOTAL 2014 ЊЋ Ќ Б ЋБ Џ Њ Њ Њ 60 2015 Ћ ЋБ ЋЉЋ ЊЋЏ ЊЌА АЍ ЎЌ ЌЍ ЎЌ Б ЍЎ 762 2016 ЏЉ ЊЍБ ЊЌЉ ЊЌЏ ЎЉ ЊЏЍ ЊЋБ ЊЌЊ ББ БЋ АЊ ЎЉ 1,238 2017 ЎЉ БЍ БА ЎЋ ЌЉ ВБ ЌБ ЎВ Б ЊА ЊЏ Ќ 542 2018 ЊЊ Џ ЌЌ ЏЌ ЋЏ ЊЏ ЋА ЋВ Њ Ћ 214 TOTAL 123 238 278 465 235 423 295 278 132 154 96 99 2,816 Date: November 9, 2018 Report No. 2018-164 RECOMMENDATION: Staff recommends continued enforcement of back-in parking on Hickory Street. This recommendation is primarily due to safety concerns. When drivers improperly pull head-on into back-in spaces, they have to cross over a live lane of traffic which adds more complexity and increases the chances for other drivers, pedestrians, and cyclists to collide. The tables below depict traffic accident data and the types of accidents for 2014 (prior to the opening of back-in parking spaces) and each year through 2018 in the 100-400 blocks of E. Hickory Street. The number of accidents per year has leveled off since the implementation of back-in parking and there have only been two accidents that resulted in an injury since 2014. TRAFFIC ACCIDENTS JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC TOTAL 2014 Њ Њ Љ Љ Љ Њ Љ Љ Љ 3 2015 Љ Љ Њ Љ Љ Љ Ћ Ќ Ћ Њ Њ Ќ 13 2016 Ћ Љ Љ Њ Љ Љ Љ Њ Ћ Ћ Љ Љ 8 2017 Ѝ Њ Ћ Љ Љ Њ Њ Љ Њ 10 2018 Ћ Њ Љ Ќ Њ Њ Љ Љ 8 TOTAL 2 4 1 3 5 1 2 7 7 5 1 4 42 TRAFFIC ACCIDENTS 2014 2015 2016 2017 2018 TOTAL IźƷ ε wǒƓ Џ Ѝ Ќ Ћ 15 LƓƆǒƩǤ /Ʃğƭŷ Ћ 2 aźƓƚƩ /Ʃğƭŷ Ќ Џ Ѝ Ў Ў 23 /Ʃğƭŷ Ώ tƩźǝğƷĻ tƩƚƦĻƩƷǤ Њ Њ 2 TOTAL 3 13 8 10 8 42 In addition to safety concerns, back- complete street design. The project required a significant capital investment and would have to be reconfigured if we want motorists to be able to safely head-in park along Hickory Street. Date: November 9, 2018 Report No. 2018-164 ATTACHMENTS: Attachment 1 Hickory Street Grand Project Funding Attachment 2 February 5, 2013 Work Session Materials Attachment 3 Minutes from February 5, 2013 Work Session Attachment 4 September 1, 2013 Work Session Materials Attachment 5 Ordinance 2018-384 (Back-In Parking) STAFF CONTACT: Rachel Wood Chief of Staff (940) 349-7718 Rachel.Wood@cityofdenton.com Date: December 21, 2018 Report No. 2018-192 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Provide background information about the recent resolution passed by the City of Dallas to adopt the Welcoming Dallas Strategic Plan. BACKGROUND: Council Member Armintor requested information regarding a recent resolution passed by the City of Dallas on October 24, 2018 that establishes Dallas as a Welcoming City and formally adopts the Welcoming Dallas Strategic Plan (Attachment 1). Dallas is currently pursuing a certification designated by Welcoming America, a national certifying non-profit organization. There are currently three certified Welcoming Cities nationwide: Dayton, Ohio Louisville, Kentucky Salt Lake City, Utah The Dallas Office of Welcoming Communities and Immigrant Affairs was established in March 2017 to promote the successful inclusion of immigrants into the social and economic culture of the Dallas community. To support this effort, Dallas budgeted $428,845 in the first year (FY 2017- 18), increased the budget to $623,124 this year (FY 2018-19), and currently projects a budget of $635,827 for FY 2019-20. The office includes full-time employees to execute the operation of the office. Through this office, a Welcoming Plan Task Force, consisting of 85 community members including immigrants and refugees, was created to develop the Welcoming Dallas Strategic Plan. The office appointed community leaders across a wide spectrum of backgrounds to the taskforce. The 44-page Welcoming Plan includes data and performance targets through the year 2021 for civic, economic, linguistic, and social integration and inclusion for immigrants and refugees residing in Dallas. The p of Welcoming Communities with research and technical assistance provided through the New American Economy and Welcoming America organizations. The Welcoming Plan outlines five overarching goals and 26 recommended strategies to achieve those goals. Plan goals include: Leadership and Communications: Local government is committed to being inclusive and welcoming, and plays a central role in building local capacity while advancing inclusion of diverse communities within its own agencies and bodies. Safe, Healthy, and Connected Communities: Welcoming communities build relationships among diverse communities, including newcomers and longer-term residents. Date: December 21, 2018 Report No. 2018-192 They also foster trust and build relationships between diverse communities and local law enforcement and safety agencies. Equitable Access: Welcoming communities reduce barriers to services and participation so that opportunities in the community are available to all residents. Civic Engagement: Welcoming communities actively ensure that diverse populations fully participate in civic life, including increasing access to leadership, citizenship and community participation. Economic Opportunity and Education: Welcoming communities harness the full potential of all their residents. Everyone has the skills and assets to thrive, and economic development systems are prepared to leverage new and existing talent. Welcoming communities also ensure everyone has the education needed to succeed in school and the workforce. ATTACHMENTS: 1. Welcoming Dallas Strategic Plan STAFF CONTACT: Stuart Birdseye Management Analyst (940) 349-8009 Stuart.birdseye@cityofdenton.com -!uif!bttpdjbujpo!pg!joufsobujpobm! 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-1455,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,authorizingtheCityManagertoexecuteafunding agreementbetweentheCityandDentonCommunityFoodCentertoprovideCommunityDevelopmentBlock Grantfundsforimprovementstothefacilityat306N.Loop288,Denton,Texas76209;authorizingthe expenditure of funds not to exceed $100,000.00; and providing an effective date. City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2057,Version:1 AGENDA CAPTION ConsiderapprovalofaresolutionoftheCityofDenton,TexasauthorizingtheCityManagerorhisdesignee,to executeaMemorandumofUnderstandingwiththeDentonIndependentSchoolDistrict(DISD),for reimbursementtotheCityintheestimatedamountof$416,728forCompensationandBenefitsofStudent ResourceOfficers(SROs)assignedatDISDfortheperiodofJuly1,2019,throughJune30,2020,and providing an effective date. City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: POLICE CM/ DCM/ ACM: Todd Hileman DATE: September 24, 2019 SUBJECT Consider approval of a resolution of the City of Denton, Texas authorizing the City Manager or his designee, to execute a Memorandum of Understanding with the Denton Independent School District (DISD), for reimbursement to the City in the estimated amount of $416,728 for Compensation and Benefits of Student Resource Officers (SROs) assigned at DISD for the period of July 1, 2019, through June 30, 2020, and providing an effective date. BACKGROUND The School Resource Officer Program (SRO) was initiated in 1997, as a joint cooperative effort between the City of Denton and Denton Independent School District (DISD). This year the program title was The purpose of the program is relationship between police officers and students. SROs should be the primary officer to take all police related calls for service and provide security to the students and faculty of each respective school. Currently, DPD assigns six (6) full-time officers to the following schools within the city limits: 1) Denton High School, 2) Guyer High School, 3) Ryan High School, 4) Calhoun Middle School, 5) McMath Middle School, and 6) Strickland Middle School. The City receives an annual reimbursement at the rate of fifty (50) percent of the total compensation and benefits for each SRO assigned to a campus. RECOMMENDATION Staff recommends that Council approves the Memorandum of Understanding with DISD for the SRO Program. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Resolution 18-467 was passed and approved on April 3, 2018. FISCAL INFORMATION Estimated annual reimbursement from Denton Independent School District - $416,728. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Resolution and Memorandum of Understanding Respectfully submitted: Frank Dixon Chief of Police Prepared by: Keith Martin Sergeant Exhibit A MEMORANDUM OF UNDERSTANDING (MOU) This Memorandum of Understanding (MOU) is between Denton Independent School Nothing in this MOU should be construed as limiting or impeding the basic spirit of cooperation which exists between the participating entities listed above. I. Purpose This MOU establishes and delineates the mission of the Student Resource Officer Program, herein referred to as the SRO Program, as a joint cooperative effort, whereby the City hereby wishes to provide one or more Student Resource Officers for the SRO Program, and DISD wishes to share the costs of providing Student Resource Officers. Additionally, the MOU formalizes relationships between the participating entities building a positive relationship between police officers and students. II. Mission The mission of the SRO Program is the reduction and prevention of school related crime committed by juveniles or young adults, while providing safety and security to students, faculty, and staff. To accomplish this mission police officers, herein referred to as SROs, will be assigned to the following schools: Denton High School Ryan High School Guyer High School Calhoun Middle School Strickland Middle School McMath Middle School The SRO Program accomplishes this mission by creating and maintaining safe, secure, and orderly learning environments for students, school officials, teachers, and staff. The SROs will establish trusted communication between students, parents, teachers, and school officials. SROs will serve as positive role models to instill good moral standards, judgment and discretion, respect for others, and a sincere concern for the school community. SROs will promote citizen awareness of the law to enable students to become better informed and effective citizens, while empowering students with the knowledge of law enforcement efforts and obligations, as well as consequences for violating the law. SROs will serve as a resource for students, school officials, and parents and will provide Њ ƚŅ Џ information on available community resources. The following goals are established to accomplish this mission. III. SRO Program Goals The following goals are established to accomplish the mission of the SRO Program: A. Promote a safe environment for students, faculty, and staff. B. Reduce criminal offenses committed by juveniles or young adults by utilizing both proactive and reactive law enforcement measures. C. Establish a positive approach with students, faculty, administrative staff, and parents. IV. Organizational Structure A. Composition SROs are full-time Denton Police Department personnel who are certified peace officers for the State of Texas and meet all requirements as set forth by the Denton Police Department General Orders. B. Supervision The daily operation and administrative control of the SRO Program is the responsibility of the Denton Police Department. Responsibility for the conduct of SROs, both personally and professionally, remains with the Denton Police Department. The Denton Police Department shall retain supervision of SROs to oversee the SRO Program. In the performance of SRO duties, the SROs shall are assigned. V. Procedures A. Concept SROs, first and foremost, are Law Enforcement Officers. SROs are responsible for carrying out all duties and responsibilities of a police officer and shall at all times, through the chain of command, remain under the exclusive control of the Denton Police Department. SROs are enforcement officers in regards to CRIMINAL matters only. SROs ,as they are not school disciplinarians and should not assume this role. SROs will not become involved in administrative matters of the DISD which are not criminal matters. SROs are to be used as a law enforcement resource to assist students, faculty, staff, and all persons involved with the DISD. SROs may be called upon to teach a variety of law enforcement related subjects to students, school staff, and Ћ ƚŅ Џ officials. Teaching is not only a formal opportunity to educate the campus population, but also another method to build rapport with students, school staff, and officials. B. SRO Duties and Responsibilities Denton Police Department SRO responsibilities will include, but are not limited to: 1) Enforcing criminal law and protecting the students, staff, and public at large against criminal activity, and taking enforcement action on criminal matters when appropriate; 2) Taking initial reports of crimes committed on campus and, if practical, investigating these crimes according to the case clearance criteria of the Denton Police Department; 3) Providing information concerning law enforcement topics to students, school officials and staff; 4) Providing mentoring/coaching on a limited basis, to students, school officials, and staff; 5) As time allows, presenting information in the classroom on a variety of topics including, but not limited to, narcotics, personal safety, criminal law, leadership and life skills; and 6) Assisting staff with unusual or temporary problems related to law enforcement matters which may require SROs on occasion to be assigned to monitor halls, buses, lunchroom, etc. on the school campus, but at no time will an SRO be regularly assigned to monitor such areas. VI. Roles and Responsibilities A. DISD shall provide the SRO of each campus with the following facilities and materials deemed necessary to the performance of the SROs duties: 1) An air conditioned and properly lighted, private office, which may be used for general business purposes, located as close as possible to the main entrance of the school; 2) A desk with drawers, chair, and a locking filing cabinet; 3) A computer; 4) The opportunity to participate in appropriate classroom instruction, as time allows; and Ќ ƚŅ Џ 5) The opportunity to address teachers and school administrators concerning the SRO Program goals and objectives. B. Effective July 1, 2019 through June 30, 2020, DISD agrees to reimburse the City of Denton at a rate of fifty (50) percent of each annual salary, plus fringe benefits. Reimbursement of ts inclusive of any overtime, longevity pay, assignment pay, certification pay, holiday pay, and any other pay each assigned SRO may be eligible to receive under the Meet and Confer Agreement between the City of Denton and the Denton Police Officers Association and/or under Chapter 143 of the Texas Local Government Code for SROs assigned to the following campuses: Denton High School Ryan High School Guyer High School Calhoun Middle School McMath Middle School Strickland Middle School C. DPD will endeavor to have SROs available for duty at their assigned school each day that school is in session during the regular school year. There is no requirement for DPD to furnish substitute officers on days when the assigned SRO is absent. D. The DPD agrees to invoice the DISD quarterly for all monies owed as a result of this MOU, and to submit appropriate payroll documentation with the invoice. All invoices will be due immediately and should be paid within thirty (30) days of receipt by DISD. E. The amount of reimbursement set forth in Section VI Paragraph B of this Memorandum of Understanding shall, effective the date of the execution hereof, be as set forth in Attachment A hereto and made a part of this MOU by reference. The amount of such reimbursement shall thereafter be adjusted not less frequently than annually in accordance with the setting of annual salary and benefits for the SROs by the Denton City Council. VII. Termination This MOU may be terminated by either party upon thirty (30) days written notice in writing to the other party at the addresses provided below. Further, this MOU will automatically terminate in accordance with provision VIII, Timeframe, below. DISD shall be responsible for its respective share of the SROs ongoing costs incurred as of the termination date of this MOU. Ѝ ƚŅ Џ Attachment A Estimated FY 2019-2020 DISD Quarterly Billing Plan 2019 2020 July - Oct - Total DISD Sept Dec Jan - Mar April - June FY 2019-2020 Estimated Quarterly $ 104,182 $104,182 $104,182 $104,182 $416,728 Billing Plan Estimated FY 2019-20 includes 50% of estimated salary and benefits for six SRO's located at DISD High Schools and Middle Schools. Estimates are taken from the 19-20 Personnel Services Calculator. Џ ƚŅ Џ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2190,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas approving the Meet and Confer Agreement between the City of Denton and the Denton Fire Fighters Association; and providing an effective date. City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Fire CM/ DCM/ ACM: Todd Hileman DATE: 09/24/2019 SUBJECT BACKGROUND FISCAL INFORMATION EXHIBITS MeetandConferAgreement Between TheCityofDenton And DentonFireFirefightersAssociation, IAFFLocal1291 FiscalYears20192020;20202021;20212022;and20222023 TABLE OF CONTENTS DEFINITIONS................................................................................................................................ 2 ARTICLE 1 RECOGNITION ....................................................................................................... 3 ARTICLE 2 TRANSITION FOR CERTAIN CIVIL SERVICE AND APPOINTED POSITIONS.................................................................................................................................... 4 ARTICLE 3 LABOR/MANAGEMENT RELATIONS............................................................... 10 ARTICLE 4 HIRING PROCESS ................................................................................................ 11 ARTICLE 5 PROMOTIONS....................................................................................................... 16 ARTICLE 6 APPOINTED POSITIONS FOR ASSISTANT CHIEF.......................................... 19 ARTICLE 7 NEPOTISM.............................................................................................................. 20 ARTICLE 8 SAFETY AND HEALTH ....................................................................................... 21 ARTICLE 9 DISCIPLINE............................................................................................................ 22 ARTICLE 10 COMPENSATION ............................................................................................... 24 ARTICLE 11 CERTIFICATION AND EDUCATION PAYS ................................................... 26 ARTICLE 12 PENSION............................................................................................................... 27 ARTICLE 13 DEFERRED COMPENSATION PLAN............................................................... 28 ARTICLE 14 ASSOCIATION BUSINESS LEAVE................................................................... 29 ARTICLE 15 CONTRACT INTERPRETATION DISPUTE RESOLUTION PROCEDURE... 31 ARTICLE 16 TERM OF AGREEMENT .................................................................................... 35 ARTICLE 17 SAVINGS CLAUSE, PREEMPTION PROVISION, AND COMPLETE AGREEMENT CLAUSE ............................................................................................................ 36 ARTICLE 18 PAYROLL DEDUCTION EXHIBIT A ETHICS POLICY.................................................................................................... 37 1 DEFINITIONS 1.“Agreement” means this Meet and Confer Agreement entered between the City of Denton and Denton Fire Fighters Association, IAFF Local 1291. 2.“Association” means the Denton Fire Fighters Association, IAFF Local 1291, its elected leaders and its collective membership. 3.“City” means the City of Denton, its mayor, city council members, city manager, fire chief and those persons designated by the City of Denton to manage the city and its fire department. 4.The term “commission” means the Denton Fire Fighters’ and Police Officers’ Civil Service Commission. 5.The term “days” refers to calendar days unless otherwise specified. 6.The term “Department” or “Fire Department” means the Denton Fire Department. 7.The term “Department head” or “Fire Chief” means the Fire Chief of the Denton Fire Department, designee, interim, or an acting Chief of the Denton Fire Department. 8.The term “director” means the director of the Denton Fire Fighters’ and Police Officers’ Civil Service Commission. 9.The term “Firefighter” means a member of the Denton Fire Department who was appointed in substantial compliance with Chapter 143 of the Texas Local Government Code who is entitled to civil service status under section 143.005 of the Texas Local Government Code and excludes persons attaining civil service status under Article 2. 10.The term “Local Rule” means the Local Rules and Regulations of the Denton Fire Fighters’ and Police Officers’ Civil Service Commission. 11.The term “newly classified employee” means a person attaining civil service status under Article 2. 12.“Parties” or “parties” means the City of Denton and the Denton Fire Fighters Association, IAFF Local 1291 and “Party” or “party” means either the City of Denton or the Denton Fire Fighters Association, IAFF Local 1291. 13.The term “personal relationship’ means a relationship between employees who mutually consent to a relationship which may include dating, romantic involvement and/or sexual relations. 2 ARTICLE 1 RECOGNITION The CITY OF DENTON recognizes the DENTON FIRE FIGHTERS ASSOCIATION, IAFF LOCAL NO. 1291, as the sole and exclusive bargaining agent for the covered Firefighters described in the petition for recognition, excluding the head of the fire department and excluding the employees exempt under Subsection (b) of 142.108, in accordance with subchapter C of Chapter 142 of the Texas Local Government Code. 3 ARTICLE 2 TRANSITION FOR CERTAIN CIVIL SERVICE AND APPOINTED POSITIONS Section 1. Intent In the Parties’ prior agreements and amendments, the Parties agreed to reclassify certain non-civil service civilian positions in the Fire Prevention Division and Administration Division to civil service for certain civil service benefits and protocols under Chapter 143 of the Texas Local Government Code to create a more unified Department incorporating Operations, Administration and Fire Prevention. To further that transition and that goal, the Parties agree the reclassifications have become permanent and intend for any variation of civil service provisions by this Agreement to also apply to the reclassified positions. Section 2. Employees Affected and Civil Service Status The current civil service positions affected by this article include the following: Fire Inspector Specialist I/Deputy Fire Marshal I, Fire Inspector Specialist II/Deputy Fire Marshal II, Fire Protection Specialist/Deputy Fire Marshal III, Deputy/Assistant Fire Marshal, Fire Marshal, Fire Community Service Officer, and Emergency Management Program Manager. Section 3. Fire Prevention Division Titles and Ranks (A) Fire Inspector Specialist I/Deputy Fire Marshal I Fire Inspector Specialist I/Deputy Fire Marshal I will be equivalent to a Fire Fighter and shall have a salary at the current Fire Fighter base pay and applicable step pay. The applicable step determination will continue to be based on the time in rank of Fire Fighter and Fire Inspector Specialist I/Deputy Fire Marshal I. (B) Fire Inspector Specialist II/Deputy Fire Marshal II Fire Inspector Specialist II/Deputy Fire Marshal II will be equivalent to a Fire Driver and shall have a salary at the current Fire Driver base pay and applicable step pay. The applicable step determination will continue to be based on the time in rank of Fire Driver and Fire Inspector Specialist II/Deputy Fire Marshal II. (C) Fire Protection Specialist/Deputy Fire Marshal III Fire Protection Specialist/Deputy Fire Marshal III will be equivalent to a Fire Captain and shall have a salary at the current Fire Captain base pay and applicable step pay. The applicable step 4 determination will continue to be based on time in rank of Fire Captain and Fire Protection Specialist/Deputy Fire Marshal III. (D) Deputy/Assistant Fire Marshal Deputy/Assistant Fire Marshal will be equivalent to a Battalion Chief and shall have a salary at the current Fire Battalion Chief base pay and applicable step pay.. The applicable step will continue to be based on the time in rank of Battalion Chief and Deputy/Assistant Fire Marshal. (E) Fire Community Service Captain Fire Community Service Officer will be equivalent to Fire Captain, and shall have a salary at the current Fire Captain base pay and applicable step pay. The applicable step will continue to be based on time in rank of Fire Captain and Fire Community Service Officer. (F) Filling Fire Prevention Division Vacancies (1) Vacancies in the Fire Prevention Division occurring after the equivalent rank 2016 promotional testing date will be filled by lateral transfer, assignment or from a promotional list. This excludes the appointed positions in section 4 of the article. The process by which the vacancies are filled is consistent with Article 5, the Promotions Article in this Agreement, and consistent with Chapter 143 of the Texas Local Government Code except that a newly classified employee will be considered to be eligible to take a promotional examination for the classification that is immediately above in rank for promotion in the Fire Prevention Division. (2) The Department head may fill the vacancy by transfer, assignment or promotion. (a) Firefighters or newly classified employees may voluntarily transfer to the Fire Prevention Division or within the Fire Prevention Division. (b) The Department head may make an assignment to that position from the Operations Division or Fire Prevention Division. (c) The Department head may make a promotion to that position from the existing eligibility list for the equivalent rank by appointing the eligible promotional candidate having the highest grade on the eligibility list under section 143.036 of the Texas Local Government Code. Transfers back to the Operations Division shall be at discretion of the Department head. (3) Firefighters transferring under this section retain their pay grade and benefits and, in addition, receive any assignment pay for the applicable Fire Prevention Division position. Transfers to the Fire Prevention Division shall not be for promotional purposes under Civil Service rules. Therefore, Firefighters transferring into the Fire Prevention Division may only transfer to an equivalent rank as follows: 5 Fire Inspector Specialist I/Deputy Fire Marshal I = Fire Fighter Fire Inspector Specialist II/Deputy Fire Marshal II= Driver Fire Protection Specialist/Deputy Marshal III and Fire Community Service Officer = Captain Deputy/Assistant Fire Marshal = Battalion Chief (4) Firefighters transferring or assigned to the Fire Prevention Division must complete the assignment for a minimum of two (2) years. This assignment may be shortened or lengthened by mutual agreement of the Firefighter and the Department head. At the expiration of the two (2) year assignment, the Firefighter may request a transfer back to Operations. (5) An exception to the two year assignment shall be for promotions. A Firefighter assigned to the Fire Prevention Division shall be entitled to take a promotional examination if otherwise eligible. The Firefighter may promote out of the Fire Prevention Division back into the Operations Division. (6) No Probationary Fire Fighters will be assigned to the Fire Prevention Division. Section 4. Fire Marshal and Emergency Management Program Manager. (A) Fire Marshal and Emergency Management Program Manager By Appointment. The positions of Fire Marshal and Emergency Management Program Manager shall continue to be appointed by the Department head and shall not be filled by promotional examination. A person appointed under this section serves at the pleasure of the Department head. (B) Fire Marshal Classification. The Fire Marshal shall continue to be classified in place. (C) Emergency Management Program Manager. The Emergency Management Program Manager shall continue to be classified in place. (D) Base Pay Prior to a Vacancy Occurring. The base pay for Fire Marshal and Emergency Management Program Manager, prior to a vacancy occurring in each respective position, will be determined by the Department head based on market comparisons in accordance with City of Denton policy. (E) Upon the Vacancy in the Current Positions of Fire Marshal and Emergency Management Program Manager. (1) Determination of Job Descriptions and Base Pay. When a vacancy occurs in either of the current positions of Fire Marshal or Emergency Management Program Manager, the base pay and minimum and preferred qualifications for that position from the time of vacancy will be made by recommendation by the joint Labor/Management Committee to the Department head. The Department head will determine whether to adopt the recommendation and ultimately will determine minimum and preferred qualifications and base pay for that position. (2) Vacancy to Be Filled by Appointment by the Department Head. Vacancies in the positions of Fire Marshal or Emergency Management Program Manager shall be filled by 6 appointment by the Department head. Appointments for Fire Marshal or Emergency Management Program Manager will be made by the Department head from within the Department, following the procedure outlined below. If no suitable candidate from within the Department exists, the Department head may appoint a person from outside the Department Procedure. 1.Job Announcement for potential candidate(s) within the Department 2.Candidate(s) submit a letter of interest and resume to the Department head 3.Application review for minimum and preferred qualifications by the Department head 4.Department head's interview 5.Appointment from within the Department or proceed to external process if no suitable internal applicant 6.External Job Announcement 7.Candidate(s) submit an application and resume to Human Resources 8.Application review for minimum and preferred qualifications by the Department head 9.Department head's interview 10.Potential appointment from external candidates or repost externally (3) Review of Non-Selection by Internal Candidate. In the event that an internal candidate applies and proceeds through step 4, but is not selected and the Department head proceeds to the external process, that candidate may seek review of the non-selection. The internal candidate may seek review by providing a written statement to the Department head within ten (10) calendar days from the date of the notification of non-selection stating the basis for review. The review process shall be as follows: (a) The joint Labor/Management Committee shall review the Department head's decision and make a non-binding recommendation in writing to the Department head within five (5) business days from the date that the candidate seeks review. (b) The Department head shall review the recommendation by the joint Labor/Management Committee and determine whether or not to reconsider the decision within ten (10) calendar days from the date of the recommendation. (c) The internal candidate may seek review of the non-selection to the commission by submitting a request in writing to the director within five (5) business days from the date of determination by the Department head of sustaining the non-selection. The commission shall have ten (10) business days to conduct a hearing and render a decision sustaining or overruling the Department head's decision to seek an external candidate. The standard of review by the commission is whether the 7 Department head's decision is arbitrary and capricious. The commission's decision shall be final and binding with no right of appeal to an arbitrator or district court. (d) Deadlines in this article may be extended by mutual agreement by the internal candidate seeking review and the Department head. (F) Internal Appointment. In the event that an internal Firefighter or newly classified employee under this article fills the vacancy, only subsections 143.014(g) and 143.014(h) of 143.014 of the Texas Local Government Code shall apply. (G) External Appointment. In the event that an external candidate fills the vacancy, only subsection 143.014(h) of 143.014 of the Texas Local Government Code shall apply after a twelve (12) month probationary period applicable to an external appointment, except that the provision relating to being restored to the same classification or its equivalent shall not apply. Section 5. Transfer. (A) Restrictions. The newly classified employees under former article 2 in the 2006-2009 Agreement, and 2009-2012 Agreement and Amendments and under this article may not transfer out of their currently assigned Division into any other classified civil service position in another Division in the Department. Newly classified Prevention Division employees under former article 2 in the 2006-2009 Agreement and 2009-2012 Agreement and Amendments and under this article are only eligible to promote or transfer within their currently assigned Division. (B) Effect of Transfer. Operations Division Firefighters who transfer to the Fire Prevention Division or Administration Division are eligible to take promotional examinations, provided they meet the requirements for the promotional examination under Chapter 143 of the Texas Local Government Code and any pre-requisites for promotion as determined under article 5 of this Agreement. It is the intent of the Parties that, a Firefighter does not gain rank or lose rank by transferring between Divisions. Section 6. Commission's Role. The commission may adopt rules under this article providing for the efficient administration of this article. Section 7. Statutory Override. To the extent this article continues to reclassify the current positions of Fire Inspector Specialist I/Deputy Fire Marshal I, Fire Inspector Specialist II/Deputy Fire Marshal II, Fire Protection Specialist/Deputy Fire Marshal III, Deputy/Assistant Fire Marshal, Fire Community Service Officer, Fire Marshal, Fire Recruitment Management Analyst and Emergency Management Program Manager to civil service positions this article overrides section 143.003(4) and section 143.003(4)(A). This article is the exclusive process and provision by which the former positions of Public Education Officer, Fire Inspector, Senior Fire Inspector, Fire Protection Engineer Specialist and Assistant Fire Marshal; and current positions of Fire Inspector Specialist I, Fire 8 Inspector Specialist II, Fire Protection Specialist, Deputy Fire Marshal, Fire Marshal, Fire Community Service Officer and Emergency Management Program Manager are afforded civil service status. Unless otherwise provided in this article, this article overrides sections 143.014, 143.015 to the extent limited in section 5 4 of this article, 143.026, 143.028, 143.029, 143.030, 143.032, 143.033, 143.034, 143.036 (except the definition of vacancy), 143.041(b), 143.041(c)(3), 143.042 and 143.085 of the Texas Local Government Code. The overrides to Chapter 143 of the Texas Local Government Code also apply to this article and to the reclassified positions of Public Education Officer, Fire Inspector, Senior Fire Inspector, Fire Inspector Specialist I/Deputy Fire Marshal I, Fire Inspector Specialist II/Deputy Fire Marshal II, Fire Protection Specialist/Deputy Fire Marshal III, Deputy/Assistant Fire Marshal, Fire Community Service Officer, Fire Marshal, Fire Recruitment Management Analyst and Emergency Management Program Manager. 9 ARTICLE 3 LABOR/MANAGEMENT RELATIONS Each Party shall designate three (3) representatives to serve on a joint Labor/Management Committee (“Committee”). This Committee shall meet quarterly at agreeable times and places to discuss matters of mutual concern. Such discussion shall not be tantamount to, or an extension of, the bargaining process, but shall be for the purpose of encouraging productive relations between the parties and the improvement of the fire services to the community. A minimum of two (2) members from each party must be present for a meeting to be held. The Department head will make reasonable efforts to accommodate requests by Association members to attend if they are on duty. Both parties understand and agree that Committee meetings are not required on any issue, except where provided for in Articles 2, 4, 5, and 8 of this Agreement, and are not a condition nor limitation on the management rights to make and enforce policies, rules, regulation, or operational decisions. Local Civil Service Rules shall be evaluated biennial. The work of the Committee shall be conducted on City time without loss of pay by Committee members; except that meetings which are scheduled at times when Association members who are not on duty, such members shall attend on their own time without compensation. 10 ARTICLE 4 HIRING PROCESS Section 1. Intent In adopting this article, the Parties agreed to implement a hiring system for beginning positions in the Department that provided for selection based upon the determination by an Oral Interview Board and the Chief’s Interview. The parties believe a determination by the Oral Interview Board and Chief’s Interview for beginning positions improved the selection process and provided applicants a fair opportunity to demonstrate skills and abilities that serve as additional good indicators that they would perform well in the Department. Section 2. Adoption and Publication of Rules Any Local Rules that may be adopted by the commission shall be in conformity with the provisions of this article. Section 3. Written Examination and Commission List (a) Written Examination Military and Additional Points The written examination under Chapter 143 of the Texas Local Government Code shall be administered and the minimum passing grade on the written examination is seventy percent (70%). In the event a tie should occur, the process to break a tie will follow the Department Hiring Guideline. A passing grade on the written examination may permit the applicant to proceed to the next step(s) in the hiring process. The grade on the written examination will not serve as the grade for ranking on the eligibility list; however, the written examination grade, plus any applicable military points, will determine the ranking for a Commission List from which applicants proceed through the remainder of the hiring process. (1)Military Points An additional five (5) points shall be added to the examination grade of an applicant who served a minimum of one hundred and eighty (180) active days in the United States armed forces, received an honorable discharge, and made a passing grade on the examination. (2)Additional Points a.An additional one (1) point shall be given to an applicant that completed the Denton Independent School District High School Fire Program, and obtained certification through the Texas Commission on Fire Protection, or b.An additional one (1) point shall also be given for completion of the Denton Independent School District High School EMT Program, and obtained certification through the Texas Department of State Health Services. (3) Residency Points 11 a)An additional one (1) point shall be given to an applicant that resides within the City of Denton (c) Commission List In this article “Commission List” shall mean the list of applicants who made a passing grade on the written examination ranked from highest to lowest including any applicable military points and shall not mean the eligibility list from which an applicant may be appointed. When a vacancy occurs in a beginning position in the Fire Department, the Department head shall request in writing from the director the names of suitable persons from the Commission List outlined in subsection (a) above. The director shall certify and provide to the Department head all of the names of such applicants on the Commission List. From the Commission List of names, the Department head shall identify a number of applicants, based on the determination of the Department head related to the number of vacancies, with the highest ranking to proceed through the process. Section 4. Background Check and Physical Ability Test (a) Background Check After the Department head determines an applicant to be eligible to proceed through the process by the Department head, the applicant will proceed through the Background Check in accordance with the Department’s Hiring Guidelines. If an applicant passes the Background Check, then the applicant shall proceed to the Physical Ability Test. If an applicant does not pass the Background Check, the applicant will be disqualified from any further consideration in the hiring process. (b) Physical Ability Test From the list of names of applicants who passed the background check, the Department head shall identify the fifteen (15) applicants with the highest ranking on the Commission List to proceed to the Physical Ability Test in accordance with the Department’s Hiring Guidelines. If an applicant passes the Physical Ability Test, then the applicant will be considered to proceed to the Oral Interview Board. If an applicant does not pass the Physical Ability Test, the applicant will be disqualified from any further consideration in the hiring process. All applicants who have passed the Background Check and Physical Ability Test shall proceed to the next step in the process. If less than three (3) applicants pass the Background Check and Physical Ability Test, the Department head shall identify the next fifteen (15) applicants with the highest ranking on the Commission List (or those remaining on the Commission List if less than fifteen (15) to proceed to the Physical Ability Test in accordance with the Department’s Hiring Guidelines. 12 (c) Selection of Candidates to Proceed to Oral Interview Board From the list of names of applicants who passed the Physical Ability Test, those applicants shall proceed to the next step in the process. In the event those applicant names are exhausted after the completion of the Oral Interview Board and Chief’s Interview, then the Department head shall proceed under section 4(b) of this article to identify the next fifteen (15) applicants with the highest ranking on the Commission List to proceed to the Physical Ability Test in accordance with the Department’s Hiring Guidelines. Section 5. Oral Interview Board (a) Oral Interview Board The Department head shall establish an Oral Interview Board made up of four (4) board members with four (4) alternate board members. Three (3) of those board members and three (3) of the alternate board members shall be Firefighters from the Department. One (1) of those board members and one (1) of the alternate board members shall be a citizen member from the city of Denton chosen by the Department head. It is understood that all board members and alternate board members of the Oral Interview Board will receive appropriate training to conduct interviews. (b) Interview The Oral Interview Board will interview eligible applicants determined by the preceding steps in this article. Each member of the Oral Interview Board will assign an applicant a score from zero (0) to one hundred (100) points. The average of those four (4) scores will be calculated and will be the final Oral Interview Board score for each eligible applicant. If an applicant does not pass with a score of seventy (70) points or more, the applicant will be disqualified from any further consideration in the hiring process. Section 6. Chief’s Interview The Fire Chief will interview eligible applicants determined by the preceding steps in this article. The Fire Chief may invite an Assistant Fire Chief(s) and/or one or more Battalion Chief(s) to attend the Fire Chief’s Interview for all eligible applicants. The Chief will assign an applicant a score from zero (0) to one hundred (100) points. Any input from the Assistant Fire Chief and/or Battalion Chief will be included in the Chief’s score. This score will be the final Chief’s Interview score for each eligible applicant. If an applicant does not pass with a score of seventy (70) points or more, the applicant will be disqualified from any further consideration in this hiring process. Section 7. Eligibility List The overall score to be placed on the eligibility list for each eligible applicant shall be computed by taking the applicant’s final Oral Interview Board score and multiply the score by .70 to the account for seventy percent (70%) of the applicant’s final overall score; and adding the applicant’s final Chief’s Interview score and multiply that score by .30 to account for thirty percent (30%) of the applicant’s final overall score (see below). 13 (4 Oral Interview Board Scores divided by 4 = final Oral Interview Board Score) x 70% + (final Chief’s Interview score) x 30% = applicant’s final overall score When a vacancy occurs, the Department head shall appoint the eligible suitable applicant having the highest final overall score on the eligibility list unless the Department head has a valid reason for not appointing the person. Each hiring eligibility list remains in existence for one (1) year after the written examination unless exhausted. All applicants may be subject to a polygraph examination at the Department head’s discretion. Section 8. Effect of an Eligibility List Currently In Existence and Eligibility List Created Under this Agreement Any hiring eligibility list created under this article will take effect upon the expiration of any applicable pre-existing list. Section 9. Probationary period Unless already certified as both a firefighter by the Texas Commission on Fire Protection and a paramedic by the Texas Department of State Health Services, a person appointed to a beginning position in the Department must serve a probationary period of up to eighteen (18) months beginning on that person’s date of employment as a Fire Fighter, or trainee. A person appointed to a beginning position in the Department who is certified as both a fire fighter and a paramedic shall serve a probationary period of twelve (12) months. Section 10. Disqualification In the event an applicant is disqualified at any point in the hiring process, the Department head shall clearly set forth in writing the good and sufficient reason why a person was disqualified. Section 11. Statutory Override This article supersedes the following sections of the Texas Local Government Code to the extent the article may be in conflict with any of these sections: section 143.025(a) to account for an Oral Interview Board and Chief’s Interview only to be administered to certain applicants that meet the hiring process criteria under the rules implemented in accordance with this article and to establish the eligibility list based on the Oral Interview Board and Chief’s Interview as outlined in this article; section 143.025(b) to base the eligibility list on the Oral Interview Board and Chief’s Interview final overall score as outlined in this article; sections 143.025(c), 143.025(d) and 143.025(e) to provide for the Oral Interview Board and Chief’s Interview to interview applicants outside the presence of other applicants and at different times; section 143.025(h) to extend the effective date of the eligibility list from examination date to examination date; section 143.025(i) 14 to provide for an Oral Interview Board and Chief’s Interview in the grading process and for establishment of an eligibility list as outlined in this article; sections 143.026(a), 143.026(b), 143.026(c) and 143.026(d) to allow the creation of various lists in the hiring process as outlined in this article, to allow for appointment and disqualification by the Department head, to account for the Oral Interview Board and Chief’s Interview final overall score as a basis for the applicant’s selection, and to eliminate the requirement of filing reasons of a pass over with the commission; and section 143.027 regarding probationary period. This article further preempts, to the extent of any conflict, all contrary state statutes, local ordinances, executive orders, civil service provisions, or rules adopted by the Department head or head of the City or by a division or agent of City, such as the commission. 15 ARTICLE 5 PROMOTIONS Section 1. Intent In adopting this article, the parties agreed to implement changes to the promotional process for the Department by establishing pre-requisites that qualify a candidate to take a promotional written examination. The parties believe that establishing pre-requisites for promotional written examinations will improve the promotional process and will provide promotional candidates a fair opportunity to meet pre-requisites that serve as additional good indicators that they will perform well in the positions to which they seek to be promoted. This article includes the positions addressed in section 3 of Article 2. Section 2. Definitions (a)In this article "written examination" means the written examination provided for promotions under Chapter 143 of the Texas Local Government Code. (b)In this article, "pre-requisites" means the minimum qualifications and conditions required of candidates for eligibility to take a Chapter 143 written examination for promotion within the Department. Section 3. Role of Commission Any Local Rules that may be adopted by the commission shall be in conformity with the provisions of this article. Section 4. Minimum Qualifications (a)For the promotion to the rank of Fire Driver, the Fire Driver pre-requisites shall require the candidate to serve at least three years in the classification of Fire Fighter, hold an active certification by the Texas Commission on Fire Protection as a Driver/Operator, hold current certification by the Texas Department of State Health Services as a Paramedic and successful completion of an annual Driver Skills Test. (b)For promotion to the ranks of Fire Captain and Fire Battalion Chief, (i) The Fire Captain and Fire Battalion Chief pre-requisites shall require the candidate to serve at least two (2) years in the position in the classification that is immediately below. (ii) The candidates shall hold an active certification by the Texas Commission on Fire Protection as a Fire Officer II; and (iii) Beginning on the 2021 promotional exams, candidates for the Fire Captain examination, must have a completed and signed DFD Company Officer Professional Development Task Book on file with Training Division prior to sitting for the examination. 16 (iv) Beginning on the 2021 promotional exams, candidates for the Battalion Chief examination, must have a completed and signed DFD Battalion Chief Professional Development Task Book on file with Training Division prior to sitting for the examination. (v) A newly classified employee in the Prevention Division is exempt from the requirements under subsection(ii) and (iii) above in order to be eligible to take the promotional examination for Fire Battalion Chief classification. Section 5. Evaluation The joint Labor/Management Committee will establish a system within the joint Labor/Management Committee to evaluate the promotional process and the pre-requisites established. Section 6. Date of Written Examinations and Rescheduling (a) Fire Battalion Chief Written examinations for the rank of Fire Battalion Chief will be held on the first Tuesday in March. The Fire Battalion Chief promotional list shall remain in effect until the date of the next promotional examination unless otherwise exhausted. Each fire fighter is entitled to receive one point for each year of seniority, with a maximum of 10 points (b) Fire Captain Written examinations for the rank of Fire Captain will be held on the first Wednesday in March. The Fire Captain promotional list shall remain in effect until the date of the next promotional examination unless otherwise exhausted. Each fire fighter is entitled to receive one point for each year of seniority, with a maximum of 10 points (c) Fire Driver Written examinations for the rank of Fire Driver will be held on the first Thursday in March. The Fire Driver promotional list shall remain in effect until the date of the next promotional examination unless otherwise exhausted. Seniority points shall be determined by years of service as a Fire Fighter, up to a maximum of 10 points. (d) Rescheduling of Written Examinations The actual date of the examinations may be rescheduled after the examination dates in this section in the event of circumstances beyond the City's control including but not limited to extraordinary weather events or other emergencies. In the event of a rescheduling, no further notice of the examination is required other than the new time, place and date of the rescheduled examinations, notwithstanding section 143.029 of the Texas Local Government Code. Meeting the scheduled examination dates outlined or provided for in this section, or rescheduling those dates pursuant to 17 this subsection, precludes any liability for back pay or retroactive seniority for that position or any lower position. Section 7. Scope of Appeals Appeals to the commission under section 143.034 of the Texas Local Government Code shall be limited to quoted source material attributable to the referenced examination question. Section 8. Written Promotional Exam Appeal Procedures All test questions will be graded with either one best answer correct, multiple answers correct, or all answers graded correct. Section 9. Eligibility List When a vacancy occurs in a non-entry position that is not appointed by the Department head, the director, on request by the Department head, shall certify to the Department head the names of the eligibility list. This section of the article shall supersede Section 143.036(b) of the Local Government Code to the extent that Section requires the certification of persons on the eligibility list to be certified three (3) persons at a time. This section of the article is intended to omit the administrative process of providing three (3) names at a time and instead provide a process where all names of the persons on the eligibility list are certified and provided at once when filling a vacancy for a non-entry position in the Fire Department. Section 10. Statutory Override This article supersedes the following sections of the Texas Local Government Code: section 143.029 to override posting rules in the event an examination is rescheduled; sections 143.030(b) and (c) to supplant the statutory pre-requisites for promotions; section 143.030(d), sections 143.032(a), 143.032(b), 143.032(c), and 143.032(d) to provide for pre-requisites for the promotional process to the extent any of those pre-requisites may be deemed to conflict with these statutory sections; section 143.033 to provide for the application of seniority points to the extent that any provision of this article may be deemed to conflict with this statutory section; section 143.034 to limit the scope of appeals; section 143.036(a) to provide for the promotional process in accordance with this article and to the extent any provisions of this article may be deemed to conflict with this statutory section; and 143.036(h) for the promotional eligibility list to remain in existence until the date of the next promotional examination for that rank. 18 ARTICLE 6 APPOINTED POSITIONS FOR ASSISTANT CHIEF Up to two (2) Assistant Chief positions may be filled by appointment by the Department head pursuant to the process provided for in Section 143.014(e) of the Texas Local Government Code. This article supersedes Section 143.014(c). Newly classified employees are ineligible to be considered for this appointment. 19 ARTICLE 7 NEPOTISM& PERSONAL RELATIONSHIPS Section 1. Purpose The Denton Fire Department through employment, promotion, or transfer, will not contribute to the creation of any inequity or impropriety among its members. The purpose of this procedure is to communicate a Department policy regarding employment and supervisory relationships to avoid inappropriate conflicts. Section 2. Definition and Scope of Application During the term of this Agreement, the parties agree that the definition of "relative" shall meet the same definition of "familial relationship" provided by City Policy Reference Number 10.00 dated April 17, 2018 attached as Exhibit A, and agree this article applies to a Firefighter as defined in this Agreement or a position reclassified newly classified employee in Article 2. Personal Relationship refers to dating or intimate relationship. Section 3. Appointment of Relatives to City Employment Members of the Department are prohibited from participating in, contributing to or recommending promotions, assignments, performance evaluations, transfers or other personnel decisions affecting a member who is a relative or with whom they are involved in a personal relationship. Section 4. Supervisory Relationships Members shall not directly superviseor occupy a position in the line of supervision of a relative or with whom they are involved in a personal relationship. Supervision includes participation in a hiring decision, promotional decision, disciplinary decision, or preparing or influencing a performance evaluation. Temporary shift swaps or overtime assignments are permitted, provided there is no immediate supervisory relationship. At the discretion of the Incident Commander, the prohibition on the immediate supervisory relationship during emergency operations is put aside. Regardless of the immediate supervisory relationship, members shall not participate in a decision involving the financial interest of a relativeor with whom they are involved in a personal relationship, including hiring, promotion, discipline and pay increases. In addition, members shall not attempt to influence others in a financial interest of a relative or with whom they are involved in a personal relationship. Section 5. Changes or Amendments during Term of Agreement It is understood that during the term of this Agreement, if either party requests in writing a meeting concerning changes or amendments to the definition of the term "relative," the parties shall meet within ten calendar days to discuss such changes or amendments. Changes made to section 2 are not subject to ratification by the Association or the City Council. 20 ARTICLE 8 SAFETY AND HEALTH Section 1. Intent and Annual Physicals It is the desire of the City and the Association to maintain the highest standards of safety and health in the Fire Department. The City and Association agree to use NFPA 1583, NFPA 1582 and the IAFF/IAFC Joint Wellness Fitness Initiative as a guideline for the implementation of policy regarding health and safety issues in the Department over time. The parties agree that the Wellness Committee will continue to work on implementing the requirements of rule 435.21 of the Texas Commission on Fire Protection. To that end, each Firefighter and newly classified employee in the Prevention Division shall undergo a physical each fiscal year. Physicals shall be conducted by an entity recommended by the Department Health, Safety & Wellness Committees, approved by the joint Labor Management Committee, and approved by the Department head. Section 2. Optional Tiered Performance Incentive Pay The intent of this optional incentive pay program is not to create an entitlement but to further improve the health and wellness of the Department and provide incentive pay for the top two ratings of “Superior” and “Excellent” and not the ratings of “Good” or below. (A) Superior Rating. A Firefighter and newly classified employee who receives a “Superior” rating on his/her annual physical which includes a combination of the medical assessment and fitness assessment shall receive a one-time lump-sum payment of $600 for that rating. The lump- sum payment shall be paid the first pay period in the month of November following the receipt of the "Superior" rating. (B) Excellent Rating. A Firefighter and newly classified employee who receives an “Excellent” rating on his/her annual physical which includes a combination of the medical assessment and fitness assessment shall receive a one-time lump-sum payment of four hundred dollars ($400) for that rating. The lump-sum payment shall be paid the first pay period in the month of November following the receipt of the "Excellent" rating. Section 3. Statutory Override Sections 1 and 2 of this article supersede sections 143.041(c)(6) and 143.044(d) of the Texas Local Government Code to provide for fitness incentive pay as outlined above. 21 ARTICLE 9 DISCIPLINE Section 1. Written Statement If the Department head suspends a Firefighter or newly classified employee, a copy of the statement giving the reasons for the suspension shall immediately be delivered in person to the suspended Firefighter or newly classified employee and filed with the director within one hundred and twenty (120) hours. This statement shall only be delivered to the commission if the Firefighter or newly classified employee chooses to appeal to the commission under section 143.052(d). In instances where the Firefighter or newly classified employee chooses to appeal to the commission, the written statement will be forwarded to the commission within one hundred and twenty (120) hours from the time the Firefighter or newly classified employee notifies the director in writing of his/her choice to appeal to the commission. Section 2. Time to Investigate Charges In the original written statement and charges and in any disciplinary suspension hearing conducted under this Agreement or Chapter 143, the Department head shall have one hundred and eighty (180) days to investigate and take disciplinary action from the date the Department head discovers an act, provided that the Department head may not complain of or take disciplinary action for an act (not related to criminal activity) that occurred more than one (1) year before the date of disciplinary action. Section 3. Association Representation Should a firefighter be called in and questioned as part of any investigatory interview related to disciplinary of employee, the following rules apply: Rule 1: The firefighter will be given notice of all interviews. As part of the notice, the firefighter will be advised that they have a right to bring association representation with them to the interview. Rule 2: The firefighter must make a clear request to the Department Head for association representation before or during the interview. The firefighter cannot be punished for making this request. Rule 3: After the firefighter makes the request, the Department Head or designee shall choose from among three options: •grant the request and delay questioning for a reasonable amount, up to two hours, of time until the Association representative arrives and (prior to the interview continuing) the representative has a chance to consult privately with the firefighter; •deny the request and end the interview immediately; or •give the firefighter a clear choice between having the interview without representation or ending the interview. 22 Rule 4: If the Department Head or designee denies the request for Association representation, and continues to ask questions, it shall be considered a breach of this Agreement and the firefighter shall have the right to refuse to answer questions. The Department Head or designee may not discipline the firefighter for such a refusal and is prohibited from using any answers the firefighter provides in response to such questioning in any future disciplinary action. Section 4. Statutory Override Section 1 of the article supersedes section 143.052(c) of the Texas Local Government Code requiring a statement to be forwarded to the commission within one hundred and twenty (120) hours of the suspension. Section 1 also supersedes section 143.052(e) of the Texas Local Government Code only in that, in instances where the Firefighter or newly classified employee does not choose to appeal to the commission, the written statement will not be forwarded to the commission. Section 2 of the article shall supersede the first sentence of section 143.052(h) of the Texas Local Government Code. Nothing in this article affects the remainder of section 143.052(h) or affects section 143.056 of the Texas Local Government Code. 23 ARTICLE 10 COMPENSATION Section 1. Base Pay Philosophy It is the desire of the City to recognize that the employees of the City of Denton Fire Department perform their responsibilities at a level that is above the typical metroplex fire agency. As such, it is the desire of the City to maintain a pay philosophy that exceeds the average metroplex pay for Fire fighters as reflected in Section 3(a). The parties recognize the financial limitations facing the City due to this challenging economic period. Sections 3(c)-(d) of this article reflect the parties’ intent to address the current economic period and are not intended to serve as precedent in future agreements. Section 2. Comparator Cities Arlington, Carrollton, Fort Worth, Frisco, Garland, Grand Prairie, Irving, Lewisville, McKinney, Mesquite, Plano and Richardson shall continue to be used as comparator cities for the salary survey to be conducted each year of this contract. The City and Association shall convene a Labor/Management Pay Subcommittee to perform a survey in May of each year of the Agreement upon which consideration for the proposed base salary adjustments for the following fiscal years shall be calculated. Based on the survey information of the comparator cities, the average of base pay for minimums and maximums for each rank shall be calculated and proposed for approval as a part of the budget process. Proposed increases may be limited to the average base pay percentage increase for non-civil service City employees approved by the City Council in the annual budget. Section 3. Compensation Proposal Calculation (a) Compensation for the ranks of Fire Fighter, Fire Driver, Fire Captain, and Fire Battalion Chief shall be proposed on the basis of the following calculations: The recommended base pay scale shall continue to be calculated by the salary survey conducted in May of each year of the Agreement, utilizing the average minimum and maximum base salary for each rank of the twelve (12) comparator cities as specified in this contract, plus five percent (5%). The recommendation will propose that the minimum and maximum base pay for each rank, will receive an increase (should an increase be required) to match the survey average plus five percent (5%). The steps between the minimum and maximum steps will be recalculated to maintain equal separation between any new minimum and maximum steps. (b) The salary subcommittee shall prepare a report to the City Manager to be forwarded to the City Council at the time the proposed budget is submitted to the City Council that will show the cost of implementing the pay increase as calculated above compared to the cost to pay Firefighters the same percentage increase as non-civil service employees. (c) Increases recommended in subsection 3(a) may be limited to the average base pay increase budgeted for non-civil service City employees. Should the City Council approve a budget that does not include base pay increases for non-civil service employees, the ranks of Fire Fighter, Fire 24 Driver, Fire Captain, and Fire Battalion Chief shall not receive any base pay increase regardless of the calculated amount necessary to reach minimum and maximum rates plus five percent (5%). (d) Should the City Council approve a budget that includes lump sum pay increases instead of an increase to base pay to non-civil service City employees, the ranks of Fire Fighter, Fire Driver, Fire Captain, and Fire Battalion Chief will receive a lump sum payment instead of an increase for non-civil service employees. Section 5. Funding Obligations Depending upon the financial forecasts, the City may implement the compensation recommendations in section 3 between the first pay period of the fiscal year and the first pay period of April of each fiscal year. The City presently intends to continue this Agreement each fiscal year through its term, to pay all payments due, and to fully and promptly perform the obligations of the City under this Agreement. All obligations of the City shall be paid only out of current revenues or any other funds lawfully available for those obligations, including tax revenues reasonably anticipated at equal or higher total gross amounts as were collected in each preceding fiscal year respective to each year of the Agreement, and appropriated for such purpose by the City Council, in compliance with the Texas Constitution, Article XI, Sections 5 and 7. Following the adoption of the annual budget that may establish a pay increase, should the City Council find it fiscally necessary to reduce base pay for non-civil service City employees, or implement other cost saving measures such as mandatory furloughs or a reduction-in-force, the increases recommended under this Article may be reduced accordingly. 25 ARTICLE 11 CERTIFICATION AND EDUCATION PAYS Section 1. Certification or Education Pay Each Firefighter or newly classified employee eligible for Certification or Education pay shall be granted both certification and education pay commencing the first pay period after: (1) submission of the proof of eligibility and, (2) verification by the Department head. Education eligibility requires successfully completed courses at an accredited college or university. Certification and Education pays shall be cumulative. The monthly rate shall be prorated accordingly back to the first day of the pay period following the date of certification or transcript date if eligibility occurs during a fiscal year. (a) Each Fiscal Year: Certification: Intermediate—Fire $1,080.00 annualized rate $90.00 monthly rate Advanced—Fire $1,800.00 annualized rate $150.00 monthly rate Master—Fire $2,520.00 annualized rate $210.00 monthly rate Education: 30 hours toward degree $720.00 annualized rate $60.00 monthly rate Associates Degree $1,080.00 annualized rate $90.00 monthly rate Bachelor's Degree $1,800.00 annualized rate $150.00 monthly rate Master's Degree $2,520.00 annualized rate $210.00 monthly rate Section 2. Statutory Override Sections 1 and 2 of this article supersede sections 143.041(c)(2), 143.041(C)(3), 143.041(c)(4), 143.042 and 143.044(b) and 143.044(c) of the Texas Local Government Code to provide for the pay as outlined above. 26 Article 12 Pension Section 1. It is the intent of the parties to develop and adopt a funding policy for the Denton Fireman’s Relief and Retirement Fund (DFRRF) which achieves a 100% funding ratio over a closed 25-year amortization period. Section 2. The City will maintain its current contribution level to the DFRRF to 18.5% of compensation. Each year of this agreement, the City’s contribution level will be based on an actuarial study which calculates the rate needed to amortize all unfunded liabilities over the 25 year closed amortization period. However, the contribution rate will not be lowered based upon actuarial experience until the amortization period is 20 years or less. Section 3. The DFRRF will commission an actuarial analysis every two years, commencing with a valuation as of December 31, 2019, to determine the contribution level required to achieve a 100% funding ratio over a closed 25-year amortization. The City will review the actuarial report, and if the report and contribution level is determined to be reasonable, the City Council will formally approve the actuarial report. The City’s contribution rate will then be adjusted to this st level on October 1 of the subsequent fiscal year following the submission of the analysis. Any change to the contribution level is subject to final approval by the City, but in no event will the contribution level be less than the City’s actual contribution rate to the Texas Municipal Retirement System for that fiscal year, nor shall it fall below the minimum rate established under Article 6243e, Sec. 29(b), Vernon Texas Civil Statutes. If the contribution rate is set at the Texas Municipal Retirement System for any fiscal year, then the actuarial analysis will be commissioned for the following fiscal year, and then resume its biennial schedule. If the City Council does not approve the actuarial report, the City and the DFRRF mutually agree to discuss potential changes which would satisfy any deficiency. However, any additional analysis or reports required by the actuarial firm will be paid by the City. Section 4. The DFRRF agrees that it will not approve any benefit enhancements during the term of this Agreement, and may be mutually extended by all parties. Section 5. The parties will utilize an investment rate of return assumption of no greater than 6.75%. Section 6. If the performance of the Fund exceeds expectations, the contribution rates will not be reduced until the amortization period is 20 years or less. In other words, any actuarial gains will be used to pay down unfunded liabilities rather than reducing the contribution rate during the first 5 years of the amortization period. Section 7. This addendum does not modify any other provision of this Agreement except those specifically modified herein. 27 ARTICLE 13 DEFERRED COMPENSATION PLAN Section 1. Optional Retirement Program The City will continue to make available the IAFF Financial Corporation 457 Plan ("IAFF Plan") as one of the options that a civil service employee in the Department may elect. A civil service employee in the Department electing to participate in the IAFF Plan assumes full responsibility for tax or penalty provisions as applicable under federal, state or local law. 28 ARTICLE 14 ASSOCIATION BUSINESS LEAVE Section 1. Association Business Leave Authorized Association Representatives who are on duty shall be permitted to have paid time off, designated as Association Business Leave (ABL), to conduct Association business under the conditions specified in this article provided that the ABL does not impact the mission of the Department including operations, staffing, training or other scheduled Department functions. Section 2. Permitted Uses of ABL ABL may be used for activities that directly support the mission of the Department or the Association, or are deemed mutually beneficial to both the Department and Association, but do not otherwise violate the specific terms of this article. It is specifically understood and agreed that no paid time off shall be utilized for political lobbying at the local, state, or national level. The Department head will make reasonable scheduling adjustments and accommodations pursuant to ABL requests to allow authorized Association Representatives to participate on behalf of the Association to attend scheduled Meet and Confer negotiating sessions, subcommittee meetings, and joint Labor/Management Committee sessions between the Association and the City. The Association President or his/her designee may be granted reasonable time off pursuant to an ABL request during working hours to investigate and process grievances, to attend Civil Service, Arbitration, or Court Hearings and to represent Association employees in disciplinary action provided that the President or his/her designee shall request permission from his Battalion Chief. Whenever possible, notification is to be made prior to or at the beginning of a shift. The officers of the Association may be granted ABL for membership meetings of the Association that take place when such officers are scheduled to be on duty. This leave with pay shall be limited to one (1) meeting per month not to exceed two (2) hours per meeting. ABL shall be granted to three (3) Association representatives to attend the TSAFF Convention and to two (2) Association members to attend the IAFF convention, three (3) to attend the TSAFF Leadership Conference, two (2) to attend the TSAFF Service Training Class, two (2) to attend the IAFF Affiliate Leadership Training Seminar, and two (2) to attend the IAFF Redmond Symposium. Should the City Council find it fiscally necessary to reduce base pay for non-civil service City employees, or implement other cost saving measures such as mandatory furloughs or a reduction- in-force, the leave recommended under this Article may be reduced accordingly. The Association shall endeavor to conduct all necessary Association business during the non- working time to the greatest number of Firefighters required for such business to the greatest extent possible. 29 Section 3. Written Request Required All requests for ABL must be in writing and submitted at least three (3) days in advance to Fire Administration but requests should be made as soon as possible. To be considered timely, the request must be received in person, by fax, or by e-mail by noon of the day notice is due. Section 4. Approval of ABL Requests The Department head or the Department head's designee will review timely ABL requests to determine approval based on operations, staffing, training or other scheduled Department functions. 30 ARTICLE 15 CONTRACT INTERPRETATION DISPUTE RESOLUTION PROCEDURE Section 1. Scope of Procedure The City and Association recognize that from time to time disagreements between the Parties may arise as to the application or interpretation of this Agreement. The Parties therefore agree that the purpose of this dispute resolution procedure is to provide a just and equitable method for resolving disagreements between the Parties regarding the application or interpretation of the provisions of this Agreement. Only matters involving the interpretation, application, or alleged violations of a specified provision of this Meet and Confer Agreement shall be subject to this dispute resolution procedure. Any matters for which the right of appeal or review is afforded by Chapter 143 of the Texas Local Government Code are excluded from the scope of this article. Section 2. Application of Procedure If the Association has a dispute with the City regarding this Agreement, the Association Executive Board, or Association’s President’s designee, should reduce the dispute to writing and deliver it to the City’s designated representative, who shall be its Department head or designee. A Firefighter or newly classified employee under Article 2 in the Department may not file a request for contract dispute resolution directly with the City; all resolution requests must be approved and come from the Association Executive Board. Each dispute shall be submitted in writing, and must include, at minimum, the following information: 1.a brief statement of the dispute and the facts or events on which it is based; 2.the sections(s) of the Agreement alleged to have been violated; 3.the remedy or adjustment sought; and 4.the bargaining unit member’s signature or, if filed by the Association Executive Board, the signature of the Association President or designee. Any claim or dispute by a Firefighter or newly classified employee under Article 2 or group of Firefighters or newly classified employees under Article 2 under this Agreement which includes a claim for pay or benefits for any past pay periods must be filed by the employee with the Association Executive Board within fifteen (15) business days of the date when the employee knew or reasonably should have known of the claim. Disputes by the Association Executive Board, Firefighter, or a newly classified employee under Article 2 shall proceed along the following steps: Step 1. An aggrieved Firefighter or newly classified employee under Article 2 must initiate a dispute with the Association Executive Board within fifteen (15) business days of the date upon which the Firefighter or newly classified employee knew of or should have known of the facts giving rise to the dispute. A copy of notice or receipt of the dispute shall be forwarded to the Department head by the Association Executive Committee within three (3) business days of the 31 receipt of the dispute. The Association Executive Board shall within their sole discretion determine if a dispute exists within fifteen (15) business days of receipt of the dispute. If the Association determines that no dispute exists, the grievance will be deemed denied and it shall notify the Department head in writing that no further proceedings will be necessary. If the Association Executive Board determines that the dispute is valid, it will notify the Department head of such and forward a copy of the grievance to the Department head within fifteen (15) business days after determination. Step 2. Any dispute found to be valid by the Association Executive Board shall be submitted to the Department head within fifteen (15) business days of the Step 1 decision. After receipt of the dispute, the Department head shall within fifteen (15) business days submit his/her response in writing to the Association Executive Board. If there is no timely reply from the Department head the grievance is deemed denied and will proceed to the next step as indicated. Step 3. If the dispute is not resolved in Step 2, the Association Executive Board may advance the dispute in writing to the City Manager or designee within fifteen (15) business days from receipt of the Step 2 decision of the Department head. The City Manager or designated representative shall review the matter and render a decision in writing to the Association Executive Board within fifteen (15) business days of the receipt of the dispute in Step 3. The City Manager or designee may, at his/her discretion, conduct a conference to further explore the merits of the dispute and to explore resolution options. Step 4. If the dispute is not resolved in either Step 2 or Step 3, either Party shall have the right to seek mediation of the dispute by requesting same in writing within fifteen (15) business days from the Department head’s response or the City Manager’s response. The mediation will proceed before either a mediator with the Federal Mediation and Conciliation Service or before a mutually agreed mediator. The mediation shall be held in available facilities of the City of Denton. Step 5. If the dispute is not resolved at Step 4, the Association Executive Board shall have fifteen (15) business days from the date of mediation to determine whether it will pursue the dispute under this article through arbitration. Under this step, the Association Executive Board must deliver a letter indicating its election to proceed to arbitration to the Department head and City Manager. Section 3. Arbitration Option The Parties have agreed that all disputes under this Agreement, which concern the application and interpretation of this Agreement, shall be submitted to final and binding arbitration, and the Parties exclude from this Agreement disputes involving statutory application and interpretation for rights and claims not arising under sections 142 or 143 of the Texas Local Government Code. The terms of the Agreement, and any factual issues which are determinative in applying the Agreement, shall be the sole province of the designated arbitrator, and his or her decision shall be final. However, the City will only agree to arbitration on the condition that legal issues which are determinative in any contract dispute are subject to judicial review. This additional exception to the Parties’ arbitration Agreement is a narrow one, as reflected by the bargaining history. This contract represents an agreement to submit disputes to arbitration within its scope, and otherwise preserves the existing jurisdiction of Texas Courts over any contract rights and claims not exclusively 32 committed to arbitration. The Parties have agreed that questions of law, which involve either the interpretation and application of state statutes or the application of legal principles from Texas appellate court opinions (or the failure to properly apply such legal principles or opinions) to controversies under this article shall be submitted initially to arbitration, but that either party shall have a limited right of appeal from an arbitration award in the Courts solely for the purpose of reviewing disputed issues of law. No such appeal from arbitration shall include review of any factual determinations by the arbitrator, including credibility of witnesses or weight of the evidence. If an appeal from arbitration based on erroneous application of the law is not successful, the appealing Party shall bear all costs of such appeal. If a dispute is submitted to arbitration, within seven (7) business days, the Department head and/or City and the Association shall select an arbitrator by alternately striking names from a list provided by the American Arbitration Association. The process will be as follows: The Association shall strike the first name under this article with the first dispute brought under this article. Thereafter, the first strike shall alternate between the Parties. The arbitration should be held at the earliest available date, but may be continued for good cause shown or upon mutual agreement. Upon written request delivered at least fourteen (14) calendar days prior to the date of the hearing, a party to the proceeding shall provide, no later than seven (7) days prior to the hearing, to the opposing party the names and addresses of witnesses expected to be called at the hearing. In the absence of good or excusable cause, the arbitrator may exclude the testimony of a witness upon the failure of a party to disclose such a witness. The parties, in writing, may request discovery from each other concerning the grievance. Should the opposing party not agree to provide the requested information within seven (7) calendar days of the request; the request shall be deemed denied. The requesting party may then apply to the arbitrator, who shall order such discovery consistent with, but not bound by, the rules of discovery in Texas civil cases. In considering the application, the arbitrator shall consider the burden and expense of producing the information, the need of the requesting party, the amount of time available prior to the hearing, and such other matters as he may deem material. In no event shall discovery be requested within thirty-five (35) calendar days prior to the hearing, unless agreed by the parties. The hearing shall be held in available facilities of the City of Denton and shall be conducted informally, without strict evidentiary or procedural rules. The conduct of the hearing shall be governed by the standard rules of the American Arbitration Association. The arbitrator shall consider and decide only the issue(s) in the dispute statement or submitted in writing by agreement of the Parties. The hearing shall be concluded as expeditiously as possible and the arbitrator's written decision shall be based on a preponderance of evidence within thirty (30) days after close of the hearing, or after receipt of post-hearing briefs if applicable. 33 Section 4. Decision Final and Binding If arbitration is selected, the Parties specifically agree that the arbitrator's authority shall be strictly limited to interpreting and applying the explicit provisions of this Agreement. The arbitrator shall not have authority to modify the Agreement or create additional provisions not included in the Agreement. The Parties agree that neither the City nor the Association shall have ex parte communications with the arbitrator concerning any matter involved in the dispute submitted to the arbitrator. Each Party shall be responsible for its own expenses in preparing for and representing itself at arbitration, but the fees and expenses of the arbitrator shall be borne equally by the Parties. The written decision of the arbitrator shall be final and binding on both Parties and may not be appealed by either Party, except for any decision procured by fraud or collusion, or which exceeds the arbitrator’s jurisdiction or which is based on legal conclusions or interpretations which are clearly contrary to existing law. Section 5. Mutual Extension All deadlines within this article may be extended by mutual agreement by the Parties. Section 6. Grievances of Non-Association Members Grievances of Non-Association members must follow the same procedure outlined by this article. However, should the grievance of a Non-Association member require that Association resources be used, the Non-Association member will be required to pay all expenses incurred while pursuing final disposition of their grievance. These shall include cost for payment of Arbitrator fees, counsel fees and any other fees directly related to the grievance. All disciplinary appeals shall follow the procedure as outlined in chapter 143 of the Local Government Code. 34 ARTICLE 16 TERM OF AGREEMENT This Agreement shall have an effective date of October 1, 2019, and shall remain in full force and effect through September 30, 2023 and may be mutually extended by both Parties. 35 ARTICLE 17 SAVINGS CLAUSE, PREEMPTION PROVISION, AND COMPLETE AGREEMENT CLAUSE Section 1. Savings Clause If any provision of this Agreement is rendered invalid by a court of competent jurisdiction, such invalidity shall not affect any other provision of this Agreement, which shall continue to be in full force and effect for the duration of the Agreement, and the Parties shall meet as soon as possible to agree on a substitute provision. However, if the Parties are unable to agree within thirty (30) days following commencement of the initial meeting, then the matter shall be postponed until Meet and Confer negotiations are resumed. This deadline may be extended by mutual agreement by the Parties. To this end, the provisions of this Agreement are severable. This Agreement may be amended by written mutual agreement. Section 2. Preemption Provision The provisions of this Agreement shall supersede the provisions of any statute, Executive Order, local ordinance, or rule, which are in conflict herewith, including for example and not by way of limitation, the contrary provisions of Chapter 143; Ordinances of the City of Denton, Texas; and Local Rules and Regulations of the Firefighter's Civil Service Commission for the City of Denton, Texas. This preemption provision is authorized by section 142.117 of the Texas Local Government Code, and the Parties have expressly agreed that each and every provision involving or creating such a conflict shall have the effect of superseding the statutory standard or result which would otherwise obtain, in the absence of this Agreement. This provision is of the essence to the bargain and Agreement, which has been reached. Section 3. Complete Agreement Clause The Parties agree that each has had full and unrestricted right and opportunity to make, advance and discuss all matters properly within the meet and confer process. This Agreement constitutes the full and complete Agreement of the Parties and there are no others, oral or written, except as specified in this Agreement. 36 ARTICLE 18 PAYROLL DEDUCTION Section 1. Payroll Deductions The City shall bi-weekly deduct an amount from the pay of each individual firefighter who has voluntarily authorized such deduction for remittance to the Association, by submitting a Fire Association Payroll Deduction Form. The amount of dues pay deducted from each member of the Association shall be an amount authorized by the Board of the Association. The dues deduction shall remain constant until the City is notified in writing by an authorized member of the Board to change the dues deduction amount. The Association may change the amount of dues deduction with thirty (30) calendar days notice to the City. In addition to dues deduction, a firefighter may request an additional amount deducted bi-weekly for remittance to the Association. This additional amount cannot be changed unless requested in writing by the firefighter. After execution of this Agreement, firefighters who wish to join the association will complete and sign the Fire Association Payroll Deduction Form to authorize the bi-weekly deduction amount. Firefighters who are having dues deducted as of the date of this agreement is ratified will not be required to submit new dues deduction forms. 37 EXHIBIT A ETHICS POLICY 38 39 40 41 42 43 44 45 46 47 48 49 50 51 332 East Hickory St Denton Texas 76201 Denton Fire Department FIREDEPARMENTMEMORANDUM TO:ToddHileman,CityManager FROM:KennethHedges,FireChief DATE:September20,2019 REF:Meet&ConferChanges Informalmeet&confernegotiationswiththeDentonFireFightersAssociation(DFFALocal1291) time hasconcluded.Sincetheinceptionofmeet&conferthisnegotiatingperiodwillmarkthefirst aninformalprocesswasachievedinlieuofformallyopeningnegationsduetoanopenand professionalrelationshipthattheCityağƓğŭĻƩƭOffice,FireAdministrationandDFFAhave developedovertherecentyears. Belowarechangesproposedwithinthecontract: 1.LocalCivilServicerulestobereviewedbiennial.Currentlynosettimeforreviewisidentified orfollowed. 2.SuccessfulcompletionoftheDentonISDFireAcademyorEMTprogram,thecandidatewill beawarded1additionalpointontheentrancelevelexamination. 3.IfthecandidateparticipatingintheentrylevelexaminationisaresidentoftheCityof Denton,thatapplicantwillreceive1additionalpointontheexaminationgrade. 4.ForpromotiontotherankofCaptain,anadditionalprerequisitewillincludethecompletion ofthenewDFDCompanyOfficerProfessionalDevelopmentTaskBook;Forpromotionto therankofBattalionChief,anadditionalprerequisitewillincludethecompletionofthenew DFDBattalionChiefProfessionalDevelopmentTaskBook 5.Writtenexaminationpromotionalappealswillincludetestquestionsthatwillbecalculated witheitheronebestanswercorrect,multipleanswerscorrect,orallanswersgradedcorrect. RemovingaquestionbytheCivilServiceCommissionwillbenotbeanoption. 6.Underthedisciplinearticle,theAssociationrequestedlanguagethatduringaninvestigatory interviewrelatedtodisciplineofanemployeethatarepresentativeshallbepresent.This hasbeenthepracticebyFireAdministrationattimesevenpromptingtheemployeetobring inarepresentative.Primarypurposeistomemorializethecurrentpracticeforfuture leadersinFireAdministrationandDFFA. 7.ClarifiednepotismandfamilialrelationshipswithinFireandincludedtheCODPolicy10.00, Ethicsasanexhibit. 8.Certificationandeducationpaywouldbecumulativewhichinthefirstyearofthecontract wouldequateto$103,000additionalfundingtotheexistingcontractcosts. 9.ChangedAssociationBusinessLeave(ABL)frommaybeapprovedtoshallforsixdifferent identifiedevents,someoccurringannuallyotherarebiennial.Adisclaimerwasincludedthat ifthecityisevokingcostsavingmeasuresduetoadepressedeconomythatthisABLmay notbegranted. 10.Undercontractdisputeresolutionarticle,removedapreestablishedlistofarbitratorsand replaceditinwhichtheprocesswouldincluderequestingalistofarbitratorsfromthe AmericanArbitrationAssociation. 11.AttherequestoftheAssociationaddedanarticleaboutpayrolldeductionforAssociation dueswhichhasbeeninplaceforyears.Wantingtomemorializetheprocess. Thisproposedcontractwouldbeineffectfor4yearsandthereforenofurthernegotiationswould beneededuntilsummer2023. 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2253,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,TexasapprovingtheMeetandConferagreement between the City of Denton and the Denton Police Officers Association; and providing an effective date. City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office DCM: Mario Canizares DATE: September 24, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving the Meet and Confer Agreement between the City of Denton and the Denton Police Officers Association and providing an effective date. BACKGROUND Over the past few weeks, City management has been working with the Denton Police Officers Association to negotiate the Meet and Confer Agreement. The following is a brief history of the Meet and Confer process in Denton and an update as to the current status of our discussions. In September 2005, the Texas Legislature granted certain municipalities the option to meet and confer with fire and/or police associations. The legislation does not require the City or the fire and/or police association to engage in a meet and confer process; however, it gives the legislative authority for the parties to discuss topics such as salaries, benefits, hiring, discipline, and other conditions of employment that are governed by the civil service provision of the Texas Local Government Code. In November 2005, the Denton Police Officers Association petitioned the City Council to act as the sole and exclusive bargaining agent for non-exempt employees of the Denton Police Department. On September 26, 2006, Council adopted an ordinance approving the first three (3) year Meet and Confer Agreement, as ratified by the Denton Police Officers Association. Prior to expiration of that contract, the City again entered meet and confer negations with the Denton Police Officers Association. On September 22, 2009, Council adopted an ordinance approving the second three (3) year Agreement. Subsequent amendments to that agreement extended the term until September 30, 2015. In August 2015, the City Council adopted an ordinance approving a four (4) year Meet and Confer Agreement, as ratified by the Denton Police Officers Association. The current Police agreement will expire on September 30, 2019. In July 2019, management representatives began meeting with the Denton Police Officers Association to renegotiate the agreement with the goal of completing negotiations by mid-September. On September 13, 2019, the City and DPOA concluded successful discussions and negotiations with a tentative agreement for a three-year term beginning on October 1, 2019 and concluding on September 30, 2022. Throughout the deliberation process, the City and the Police Officers Association developed a tentative agreement that contains eighteen (18) specific articles dealing with topics such as hiring, promotion, compensation, and discipline, which are mutually beneficial to both parties. The tentative agreement was reviewed by the Law Office of Alan T. Ozuna, an attorney hired by the City Attorney’s Office. Mr. Ozuna specializes in employment and civil service laws, rules and regulations. Mr. Ozuna provided his analysis and observations of the tentative agreement and recommended a few changes which have been incorporated into the agreement. Overall, Mr. Ozuna recommended moving forward for City Council to consider the meet and confer agreement between the City of Denton and the Denton Police Officer’s Association. FISCAL INFORMATION The financial impact of the agreement related to any pay provisions has been included in the FY 2019/2020 budget which was adopted by City Council on September 17, 2019. RECOMMENDATION Staff recommends City Council approve the 2019-2020 Police Meet and Confer Agreement. EXHIBITS 1.Agenda Information Sheet 2.Ordinance 3.Summary of changes within the Police Meet & Confer Agreement 4.Police Meet and Confer 2019-2020 Agreement Respectfully submitted: Mario Canizares Deputy City Manager Summary of Changes Within the Police Meet & Confer Agreement Definitions: added term “Lateral Entry Officer” and the respective definition. Article 1 – no changes Article 2 – Section 2 – Indemnification: DPOA requested language that the City would agree that would not allow payroll deduction of membership dues fees for any future organizations that represent Denton police officers in employment matters. Article 3 – Association Business Leave: DPOA added the limitation of who can be compensated to conduct Association business and what meetings and trainings the City will provide compensation to attend. Article 4 – Hiring: added Section 12, Modified Hiring Process for Lateral Entry Officers (LEOs). Article 5 – Promotion: No changes Article 6 – Appointment of Personnel – No changes Article 7 – Discipline: this is a new article related to time limitation of disciplining an employee related in a non-criminal act. Article 8 – Protected Rights of Officers: Both DPOA and Chief Dixon reviewed language that was mutually agreed upon. This language includes changes to Section 3 Compelled Testimony and Section 7 Right to Representation. Article 9 – Change in Shift Assignment: No changes Article 10 – Compensation: Section 3 added language related to the mid-point; Section 5 related to Meal Breaks. Article 11 – Section 5 added the City’s policy number related to how Overtime is calculated. Article 12 – Assignment Pay: All changes reflected are the agreed upon monetary amounts negotiated between the City and DPOA. Section 4 is related to shift differential pay that was amount agreed upon between the City and DPOA. Article 13 – Safety and Health: No changes Article 14 – Civil Service Commission: No changes Article 15 – Labor/Management Relations: No changes Article 16 – Contract Interpretation Dispute Resolution Procedure. The changes in this section are related to updating the Panel of Arbitrators. The names are contained in Exhibit A. Within Section 3, there is language that states that the list of arbitrators attached as Exhibit “A” may be modified by the City and the Association, within 60 days of the ratification of this Agreement by both parties submitting the names of three (3) arbitrators. Article 17 – Duration of Agreement and Extension: The agreement shall have an effective date of October 1, 2019 and shall remain in effect through September 30, 2022. Added Section 2 to allow for an extension of the agreement in 30-day increments by mutual written agreement. Article 18 – Savings Clause and Preemption Provision – No changes Exhibit A: Panel of Arbitrators: The list was updated with names of individuals that provide arbitration services. Exhibit B: Contains the FY 2019-2020 City of Denton Civil Service Police Pay Plan Meet and Confer Agreement Between The City of Denton and Denton Police Officers Association Fiscal Years 2019-2020; 2020-2021; and 2021-2022 1 TABLE OF CONTENTS DEFINITIONS……………………………………………………….……………………………3 ARTICLE 1 AUTHORITY AND RECOGNITION……………………………………………...5 ARTICLE 2 ASSOCIATION RIGHTS AND INDEMNIFICATION………….……………….6 . ARTICLE 3 ASSOCIATION BUSINESS LEAVE…………………………………………... …9 ARTICLE 4 HIRING……………………………………………………………………….……11 ARTICLE 5 PROMOTION………………………...…………………………………………....17 ARTICLE 6 APPOINTMENT OF PERSONNEL.………….……………………….………….22 ARTICLE 7 DISCIPLINE……………………………………………………………………….23 ARTICLE 8 PROTECTED RIGHTS OF OFFICERS.………..……………...………………….24 ARTICLE 9 CHANGE IN SHIFT ASSIGNMENT……………………………...……………...28 ARTICLE 10 COMPENSATION..................................................................................................29 ARTICLE 11 COURT TIME, CALL BACK AND OVERTIME PAY……….…………….….31 ARTICLE 12 ASSIGNMENT PAY AND SPECIALTY PAYS.………....…...………………...32 ARTICLE 13 SAFETY AND HEALTH………………………………………………………...35 ARTICLE 14 CIVIL SERVICE COMMISSION…………………………………….………….37 ARTICLE 15 LABOR/MANAGEMENT RELATIONS………………………………………..38 ARTICLE 16 CONTRACT INTERPRETATION DISPUTE RESOLUTION PROCEDURE……………………………………………………………………………………39 ARTICLE 17 DURATION OF AGREEMENT AND EXTENSIONS…………...……………..43 .. ARTICLE 18 SAVINGS CLAUSE AND PREEMPTION PROVISION…………………….…44 EXHIBIT A PANEL OF ARBITRATORS……………………………………………………...46 EXHIBIT B FY2019-2020 CITY OF DENTON CIVIL SERVICE POLICE PAY PLAN…......47 2 DEFINITIONS 1. "Agreement" means the Meet and Confer Agreement entered between the Denton Police Officers Association and the City of Denton. 2. "Association" means the Denton Police Officers Association, its elected leaders and its collective membership. 3. ''City'' means the City of Denton, its mayor, city council members, city manager, police chief and those persons designated by the City of Denton to manage the city and its police department. 4. “City’s Police Civil Service Pay Plan” shall mean the City of Denton Civil Service Police Pay Plan as adopted annually in accordance with the Meet and Confer Agreement between the City of Denton and the Denton Police Officer’s Association, as now existing and as hereafter amended. 5. The term "commission” means the Denton Fire Fighters' and Police Officers' Civil Service Commission. 6. The term “Comparable Law Enforcement Agency” shall mean a law enforcement agency, including an out-of-state agency, approved by the Chief, in the Chief’s sole discretion, as being comparable to the Department for purposes of determining whether a Lateral Entry Applicant meets the eligibility requirements of the Department’s Lateral Entry Program. “Comparable Law Enforcement Agencies" shall mean more than one Comparable Law Enforcement Agency. 7. The term "days" refers to calendar days unless otherwise specified. 8. The term ''Department" means the Denton Police Department. 9. The term “Department head" means the Chief of the Denton Police Department, designee, or an acting Chief of the Denton Police Department. 10. The term “Department’s Lateral Entry Program” shall mean the program established by the Department to attract applicants with previous law enforcement experience and shall consist of the terms, provisions, criteria and conditions set forth in Article 4 of this Agreement. 11. The term "director" means the director of the Denton Fire Fighters' and Police Officers' Civil Service Commission. 12. The term “Lateral Entry Applicant” shall mean a certified peace officer with previous law enforcement experience who applies for employment with the Department under the Department’s Lateral Entry Program. 13. The term “Lateral Entry Officer” shall mean a Lateral Entry Applicant who meets the 3 eligibility criteria set forth in Section12 (a) of Article 4 of this Agreement and who is hired by the Department under the Department’s Lateral Entry Program. 14. The term ''Local Rule" means the Local Rules and Regulations of the Denton Fire Fighters' and Police Officers' Civil Service Commission. 15. The term ''Officer" means a member of the Denton Police Department who was appointed in substantial compliance with Chapter 143 of the Texas Local Government Code who is entitled to civil service status under section 143.005 of the Texas Local Government Code. 16. ''Parties" means the City of Denton and the Denton Police Officers Association. 17. “Prior Qualifying Service” shall mean the prior law enforcement service of a Lateral Entry Applicant that meets the eligibility criteria set forth in Section 12 (a) of Article 4 of this Agreement. 4 ARTICLE 1 AUTHORITY AND RECOGNITION The City of Denton recognizes the Denton Police Officers Association as the sole and exclusive bargaining agent for the covered Police Department police officers described in the petition for recognition, excluding the head of the law enforcement agency and excluding the employees exempt under subsection (b) of section 142.058 of the Texas Local Government Code, in accordance with subchapter B of Chapter 142 of the Texas Local Government Code and the petition. It is intended to include all permanent paid employees of the Police Department who have been hired in substantial compliance with provisions of Chapter 143 of the Texas Local Government Code and this Agreement but does not include civilians or other employees. It is not intended to deny local control by the City except as provided by this Agreement under section 142.059 of the Texas Local Government Code. In consideration of this authority, the Denton Police Officers Association agrees to act impartially and without discrimination on behalf of all affected police officers, irrespective of their membership status in the Denton Police Officers Association. 5 ARTICLE 2 ASSOCIATION RIGHTS AND INDEMNIFICATION Section 1. Dues Check Off Upon receipt of a signed authorization from an officer on a form supplied by the City, the duesand assessments that existed on the date of this Agreement to the Association shall be deducted from such officer's pay. Officers who are currently having dues deducted as of the executiondate of this Agreement are not required to submit a new dues deduction form. The dues deduction shall be remitted promptly to the Treasurer of the Association. The City agrees to provide a list of those members for whom deductions are made each month. The Association may change the amount of the deduction for those employees who have authorized payroll deductions by providing the City with a letter, at least thirty (30) days in advance of thechange, from the Association President advising the City that the amount has changed pursuantto the requirements of the Association's Constitution and Bylaws. The Association will promptly refund to the City any amount paid to the Association in error on account of this duesdeductionprovisions. Section 2. Indemnification. As a condition of being granted and continuing payroll deduction of dues, the Association shalljointly defend the provisions of this article on behalf of the City and itself, and shall indemnifythe City and any departments of the City and hold it harmless against any and allclaims,demands, suits or other form of liability that may arise out of, or by reason or, any actions taken by the City or any department of the City for any purpose of complying with provisions for thisarticle. The Association shall be entitled to select and direct counsel for such defense but shallreasonably cooperate with counsel designated by the City Attorney to participate. The City agrees that it will not authorize payroll deduction of dues fees for any organization that purports to represent Denton police officers in employment matters, that is not currently authorized to have payroll deduction of dues. Section 3. Association Access to Premises. a. Subject to reasonable advance notice from the Association and approval from the Chief or the Chief’s designee, the Association may be permitted reasonable access to the premises of the Department for the purpose of administering this Agreement, including but not limited to roll calls, in-service training and the police academy. Such visits shall be limited to the purpose for which approval was granted and shall be conducted in a manner that does not interfere with the functions of the Department. b. The Association's access to the Department facilities and equipment to communicate 6 with its membership shall include the use of one (1) bulletin board installed at the main police station and one (1) ateach police facility. The following guidelines shall apply to materials posted on the bulletin boards: (1) Recreation and Social Affairs of the Association. (2) Association Meetings. (3) Association Elections. (4) Reports of Association Committees. (5) Rulings or policies of the State or National Association, without added commentary. (6) Legislative Enactments and Judicial Decisions Affecting Public Employee Labor Relations, without added commentary. (7) In any case, the Police Chief retains the final decision as to whether Association material may be posted on bulletin boards. At no time shall the bulletin boards contain any political endorsement, whether at the local, state or federal level. Section 4. Communications. a. Subject to the Denton Police Department General Orders, the City’s Policy/Administrative Procedure/Administrative Directives (particularly Administrative Directive 506.05 regarding “Email Use”) and the applicable provisions of this Agreement, the Association may utilize pre- approved electronic communications (“E-mail”) to communicate with members of the bargaining unit regarding matters of general interest to members of the bargaining unit in accordance with the following restrictions and limitations: (1) Prior to any distribution(s), all Association E-mail communications shall be approved, at least forty-eight (48) hours in advance, by the Chief or the Chief’s designee. The decision of the Chief or the Chief’s designee to approve or disapprove an E-mail communication shall be final and binding and shall not be subject to dispute resolution procedures. However, the Association may ask the City Manager or the City Manager’s designee to review any alleged patterns of repeated disapprovals which the Association contends unreasonably restricts communications with its members relating to subjects authorized by this Agreement. (2) If the E-mail is deemed inappropriate for general distribution, the Chief’s designee will respond to the Association representative with an explanation or suggestion for change. b. Association E-mail communications shall relate solely to the following subjects: (1) Recreation and Social Affairs of the Association. (2) Association Meetings. (3) Association Elections. (4) Reports of Association Committees. (5) Rulings or policies of the State or National Association, without added commentary. 7 (6) Legislative Enactments and Judicial Decisions Affecting Public Employee Labor Relations, without added commentary. c. E-mail communications shall not contain any political commentary, any solicitation for membership in, or financial contributions to, any special interest organization, or political action organization, or any derogatory or offensive propaganda or commentary which reflects negatively upon the City, its officials, its employees, City employee associations or groups, or upon citizens of the City. c. On a case-by-case basis, the Human Resources Director may consider requests from individual Officers for approval to distribute E-mail communications regarding solicitations for Officers (or their families) needing financial assistance or other forms of assistance in accordance with City of Denton Policy 114.01, Titled Solicitation. 8 ARTICLE 3 ASSOCIATION BUSINESS LEAVE Section 1. Association Business Leave Authorized Association Representatives who are on duty shall be permitted to have paid time off, designated as Association Business Leave (ABL), to conduct Association business under the conditions specified in this article provided that the ABL does not impact the mission of the Department including operations, staffing, training or other scheduled Department functions. Section 2. Permitted Uses of ABL ABL may be used for activities that directly support the mission of the Department or the Association or are deemed mutually beneficial to both the Department and Association, but do not otherwise violate the specific terms of this article. It is specifically understood and agreed that no paid time off shall be utilized for political lobbying at the local, state, or national level. The Department head will make reasonable scheduling adjustments and accommodations pursuant to ABL requests to allow authorized Association Representatives to participate on behalf of the Association, to attend scheduled Meet and Confer negotiating sessions, to prepare for scheduled Meet and Confer sessions, subcommittee meetings, and joint Labor/Management Committee sessions between the Association and the City. The Association President or his /her designee may be granted reasonable time off pursuant to an ABL request during working hours to investigate and process grievances, to attend Civil Service, Arbitration, or Court Hearings, and to represent Association employees in disciplinary action provided that the President or his /her designee shall request permission from his Deputy Chief. Whenever possible, notification is to be made prior to or at the beginning of a shift. The officers of the Association may be granted ABL for membership meetings of the Association and Association Board of Director meetings that take place when such officers are scheduled to be on duty. This leave with pay shall be limited to one (1) membership meeting and (1) Board meeting per month not to exceed two (2) hours per meeting. ABL may be granted for up to five (5) Association representatives to attend the annual Combined Law Enforcement Association of Texas Convention, up to three (3) to attend the CLEAT Leadership Conference, and up to three (3) to attend one other non-specified CLEAT Service Training Conference, and up to three (3) Association members to attend the National Association of Police Organizations convention. The Association shall endeavor to conduct all necessary Association business during the non- working time to the greatest number of officers required for such business to the greatest extent possible. 9 Section 3. Written Request Required All requests for ABL must be in writing and submitted at least three (3) days in advance to Department head or the Department head' s designee but requests should be made as soon as possible. To be considered timely, the request must be received in person, by fax, or by e -mail by noon of the day notice is due. Section 4. Approval of ABL Requests The Department head or the Department head’s designee will review timely ABL requests to determine approval based on operations, staffing, training or other scheduled Department functions. 10 ARTICLE 4 HIRING Section 1.The entry-level hiring procedures listed in the Local Rules and Regulations of the Denton Fire Fighters' and Police Officers' Civil Service Commission (“Local Rules”) will be used for hiring entry-level police officers when not in conflict with this Article. The entry-level hiring Minimum Standards listed in the Denton Police Department General Orders will be used for hiring entry-level police officers when not in conflict with this Article or the TLGC. Section 2. Subject to City Council review, approval, and oversight authority, the Civil Service Commission (“Commission”) or the Civil Service Director acting as the Commission’s designee shall maintain authority and jurisdiction over the entry-level hiring process as described in this Article, including issues related to the enforcement, interpretation, or revision of the entry- level recruitment and hiring process described in this Article. The Commission shall approve any changes to the classification structure and entry-level hiring procedures in the Local Rules. During this Agreement, the City will first discuss with the Association any changes to be recommended to the Commission relating to entry-level hiring procedures in the Local Rules. For the limited purpose of interpreting this Article, the provisions of Section 143.021 (a) and (b) of the TLGC will apply to the extent such provisions are not modified or superseded by the provisions of this Agreement. Section 3. All entry-level candidates (Candidates) for police officer and lateral law enforcement officers hired under the modified hiring process shall be required to pass the identical steps in the hiring process, unless otherwise stated in this Agreement, including but not limited to the City authorized medical examination, drug screening, physical fitness and psychological examination to be considered for employment as a police officer. Any candidate who fails to pass the medical examination or psychological examination may appeal that result by following the procedures described in the Local Rules, Section 022. (or successor or superseding Sections). Section 4. Eligibility to become a police officer will be determined by a candidate’s ability to meet the minimum standards established in the Denton Police Department General Orders. Candidates must meet all minimum standards and requirements to be eligible for future licensing by the Texas Commission on Law Enforcement. A candidate must be 21 years of age and cannot yet be 45 years of age on the date of the entry-level test required of that candidate. Section 5. The selection of a candidate to be a police officer shall be based primarily upon the candidate’s suitability to serve as a police officer, as determined by the Chief or the Chief’s designee. All testing and selection procedures shall be designed and intended to identify the most suitable candidates for selection from those who apply and to exclude those candidates who are deemed not likely to possess the characteristics and abilities to be successful in the performance of police work. All candidates that are not hired under the Modified Hiring Process for Reappointed City of Denton Officers as described in Section 11 and Lateral Entry Officers as described in Section 12 of this Article shall be required to pass an entry-level test intended and designed to measure the candidate’s suitability and ability to perform police work. A passing score will be established, based on the psychometric characteristics of the test as recommended by 11 the test publisher. A candidate may be tested only once for a specific eligibility list. Candidates may be tested at different times and in different locations as long as adequate test security and test monitoring is used to ensure the safety and fairness of the test. Examinations for beginning positions in the police department do not have to be held within the municipality. The same test will be used to test all candidates for a specific eligibility list. The City can limit the number of applicants who will be allowed to sit for a particular test. If the number of applicants is limited by the City, the number of applicants who will be allowed to sit for the test may be included in the announcement related to the test. Those who will be allowed to sit for the test will be determined based on minimum standards and by the order in which they submitted their completed applications. Candidates who have been honorably discharged from United States military service must provide proof of an honorable discharge by submitting a DD 214 which shows an honorable discharge at least twenty-four (24) hours prior to the date and time of the entry-level test. Section 6. Candidates with passing test scores will be placed on an eligibility list in the order of their overall eligibility scores (test score plus additional points). The entire eligibility list will be provided to the police department at one time for further processing and all those applicants will be considered to have been “referred” at that time. New eligibility lists may be created while an active list is being processed. The effective dates of an eligibility list may be set to coincide with the expiration of an existing list, a time period between three (3) and twelve (12) months, until a specific number of candidates for an academy class have been hired or any combination of these. The conditions that will determine when an active list may be closed, other than by the Commission, must be determined prior to the posting of the exam. Candidates may not be hired from an eligibility list that is created after an existing active eligibility list has been established until the existing list has been exhausted or has expired. An exception to this is that a Reappointed City of Denton Officer and Lateral Entry Officer (“LEO”) may be processed and hired while an existing eligibility list is in effect. With the approval of the Commission, the Civil Service Director may close an eligibility list and cancel all candidates processing if sufficient reason, as determined by the Commission, exists to do so. Section 7. The rank order of candidates having the same eligibility score will be determined by the Local Civil Service Rules. Section 8. The Department will determine those candidates who are most suitable to be hired as police officers based on a structured and job-related selection process. The selection process will include testing for physical ability; personal characteristics linked to the performance of essential job functions, decision-making, communication skills, and interpersonal skills. The Department may utilize interview boards, assessment exercises, written tests, electronically administered test, polygraph examinations, background reviews, personal references or other appropriate selection methods to assess candidates as long as the methods have been reviewed by the Human Resources Department and found to be objective and job-related and applied consistently in processing candidates. Pass/fail standards or relative weighting standards may be established for the various selection methods. A candidate must complete and pass each step in the entry-level hiring process before being allowed to proceed to the next step in the process. Any candidate needing a reasonable accommodation in order to complete a step in the process 12 will be afforded an opportunity to request that accommodation. A final review will be conducted by the Chief or the Chief’s designee who will make the final determination whether to hire a candidate. Section 9. All candidates on an eligibility list must be processed and either hired or rejected before candidates lower on the list may be hired. In the event there is a delay in processing one or more candidates that could prevent the Department from the timely seating personnel into a pre scheduled academy class, the Civil Service Director may, upon written request and appropriate justification by the Chief or the Chief’s designee, allow the candidate(s) to be by-passed and candidate(s) lower on the list, or from another eligibility list, to be hired. Section 10. (a) All new hires for police positions, hired Lateral Entry Officer applicants, and reappointed officers will serve a one-year probationary period beginning on the date of being commissioned (or recommissioned) as a Denton police officer (This is inclusive of current police officers commissioned on or before the ratification of this Agreement). In the event that a probationary employee is unable to satisfactorily perform duties or training during the probationary period due to a temporary physical or mental impairment, or condition, or temporary on duty injury, the Department may either terminate the employee or suspend the probationary period (as of the date served) and restart the probationary period when the person is capable of proceeding with the essential functions and duties of the job and/or training. The determination of whether to terminate the employee or suspend the probation should be made as part of the interactive process if the ADA is implicated. In the event that a probationary employee is unable to satisfactorily perform duties or training during the probationary period due to pregnancy, the Department may suspend the probationary period (as of the date served) and restart the probationary period when the person is capable of proceeding with the essential functions and duties of the job and/or training. This provision does not override or modify any other rights or privileges of the officer independent of Chapter 143 of the TLGC. During the probationary period, a probationary employee may be disciplined or terminated without civil service appeal rights. Upon completion of the probationary period, the employee will have full civil service protection, except as modified or abridged by this Agreement. Section 11. Modified Hiring Process for Reappointed City of Denton Officers a. The Chief may reappoint former City of Denton Officers in accordance with the Rules and Regulations (Local Rules) of the City of Denton Firefighters’ and Police Officers’ Civil Service (or any successor or superseding provisions), beginning with the provisions of .0251 in Chapter B. All former City of Denton Officers who are reappointed pursuant to this Article will be reappointed at the rank of Police Officer. b. Beginning compensation for Officers who are reappointed twelve months or more after their last day of work as an Officer for the City, will be the respective salary step in the Civil Service Police Pay Plan that corresponds with the reappointed Officer’s years of service with the City plus any additional years police service with one or more Comparable Law Enforcement Agencies, that corresponds with the officer’s total years of experience not to exceed 12 years total combined police service. The pay rate for reappointed Denton Officer with 12 or more years of experience will be compensated at the salary step for a Denton Police Officer with 13 twelve (12) years of service. All benefits, including leave accruals and longevity pay for these Officers will be based on their date of reemployment to the City. c. Beginning compensation for Officers who are reappointed less than twelve months after their last day of work as an Officer for the City will be that of a Police Officer, at the step in the City of Denton Civil Service Police Pay Plan, based on the reappointed Officer’s years of service with the City before their voluntary resignation, rounded down to the nearest year. For example, an Officer who, at the time they voluntarily resigned their employment with the City, was at the rank of Sergeant with 12 years and six months of service, who is reappointed eight months after their resignation, would be reappointed at the rank of Police Officer, and their beginning compensation would be at the step for a Police Officer with 12 years of service. All benefits, including leave accruals and longevity pay for these Officers will be based on their date of reemployment to the City. d. The Chief may adopt a written policy on commissioning and training requirements of reappointed officers. Section 12. Modified Hiring Process for Lateral Entry Officers (“LEOs”) The purpose of adopting a modified hiring process for “LEOs is intended to enhance the department’s ability to replace police officer vacancies in a timely fashion and to promote maximum police personnel staffing whenever possible, however, is not intended to abolish the historic hiring process for DPD. The Parties agree that the process of filling entry level positions in the department with untrained recruits will continue and the department will continue to provide Police Academy Training for those hired recruits as has been the past practices of the department. The Chief shall attempt to maintain a balanced approach in hiring new recruits and experienced officer onto the department but shall maintain sole discretion to act in the interest of the department. The Chief shall establish requirements for applicants for lateral hiring from other comparable law enforcement agencies. The requirements need not be the same as those established by Chapter 143 or those applicable to applicants for the position of recruit in the regular training academy. The requirements may be modified by the Chief, but shall include at least the following: a.At the time of application, each LEO applicant must: 1.be actively employed as a full-time paid police officer with a municipal, county or state law enforcement agency or Honorably Discharged from a full-time paid police officer position with such an agency within the previous 24 months, provided that the applicant currently holds an active Texas Peace Officer License, and: (a)the applicant has a total of 3 years of active service for one or more municipal, county, or state law enforcement agencies that has at least 50 sworn police officers and handles a full array of urban police work (i.e., respond to all types of calls for law enforcement services); (b)LEO applicants who work or worked for an agency that has fewer than 50 sworn 14 police officers will be evaluated on a case-by-case basis. th 2.be no less than 21 years old and have not reached their 45birthday at the time they apply to be hired as a LEO; and 3.have obtained a high school diploma or have a GED and obtained thirty (30) hours college credit or have a GED and 2years active Military Duty with an Honorable Discharge and have graduated from an accredited Police Academy. b. The Chief, or designee, at his or her sole discretion can deny the application of any LEO applicant. The Chief will take the necessary steps for all applicants to make sure that they accomplish the required hours and learn the necessary curriculum to receive a Texas Peace Officer License by TCOLE, prior to graduation from the Modified Training Academy. c. The Chief shall establish the selection criteria and procedures for the Modified Hiring Process, consistent with this Agreement. Applicants who meet the selection criteria and procedures may be hired without being placed on an eligibility list. d. Upon commissioning with the City of Denton, the LEO applicant will be placed in a position senior to those applicants in the Department’s regular Training Academy or another Police Academy selected by the department to train newly employed recruits who have not been commissioned. e. The Chief shall establish the training requirements for a Modified Training Academy for LEOs. All applicants hired through the Modified Hiring Process must successfully complete the Modified Training Academy. The Chief may determine that an applicant for a LEO class should complete additional training, as required by the Chief, up to and including the full training academy curriculum. LEO trainees will be paid in accordance with section 13(i) below during their training, except in the circumstance that the Chief determines that an LEO applicant will be required to complete the full training academy curriculum, in which case the LEO applicant shall not be given consideration of prior police service and the Chief of Police, at the Chief’s sole discretion will determine the level of pay from the 3 Recruit Pay Steps available from Pay Grade HA09 of the City of Denton Civil Service Police Pay Plan. f. All applicants will serve a probationary period from the date of being commissioned as a Denton police officer. In the event that a probationary employee is unable to satisfactorily perform duties or training during the probationary period due to a temporary physical or mental impairment or condition, such as pregnancy, or temporary on duty injury, the Department may either terminate the employee or suspend the probationary period (as of the date served) and restart the probationary period when the person is capable of proceeding with the essential functions and duties of the job and/or training. The determination of whether to terminate the employee or suspend the probation should be made as part of the interactive process if the ADA is implicated. This provision does not override or modify any other rights or privileges of the officer independent of Chapter 143 of the TLGC. During the probationary period, a probationary employee may be terminated without civil service appeal rights. Upon completion of the probationary period, the employee will have full civil service protection, except as modified or abridged by this Agreement. 15 g. Each applicant will be assigned to a Field Training Officer (FTO) for a minimum of 12 weeks, unless an exception is granted based on a recommendation of the FTO, the Operations Division Commander and approved by the Chief or designee. h. Regardless of any rank or position the officer previously held in another law enforcement agency, an applicant who successfully completes the Modified Training Academy will be placed in the civil service classification of Police Officer and will become a full-fledged civil service employee with full civil service protection, upon successfully completing probation. i. Lateral hires with law enforcement experience will be compensated at a step rate of pay within the City of Denton Civil Service Police Pay Plan that corresponds with the officer’s years of previous experience, up to the salary level of a Denton Officer with five (5) years of service on the Department. The pay rate for lateral hires with 6 or more years of experience will be compensated at the salary level no higher than that of a Denton Officer with five (5) years of service on the Department j. Seniority for the purpose of asserting a seniority preference shall be determined by the date of the commission as a Denton Police Officer. If the commission dates are the same for two or more Officers, seniority will be determined by the Officers’ relative final position in their Modified Training Academy class. Regardless of the pay rate established for each Modified Training Academy Officer, seniority related to promotional eligibility, shift bidding, or other privileges of employment shall begin when the officer successfully completes the Modified Training Academy and is commissioned with the Denton Police Department. Longevity pay will be calculated as of the date of employment with the City. Section 13. Prior LEO Service of a Police Officer Hired in the Previous 48 Months Officers with prior law enforcement experience, and meeting the qualifications outlined in Section 12, who were hired within the previous 48 months of the approval of this Meet and Confer Agreement, shall be compensated at a pay step commensurate with their total years of qualified police service, up to the salary level of Denton Police Officer with five (5) years service. Section 14. Preemption. In accordance with the provision in TLGC Section 142.059, the Parties expressly agree that this Article shall preempt and supersede any inconsistent provisions contained in TLGC Chapter 143, including but not limited to Section 143.021 through 143.027. The parties further expressly agree that this Article preempts any inconsistent provision in the Rules and Regulations (Local Rules) of the City of Denton Firefighters’ and Police Officers’ Civil Service Commission. 16 ARTICLE 5 PROMOTION Section 1. Promotions to Sergeant Rank a.Time In Rank Pre-Requisite. An Officer is not eligible for promotion to Sergeant rank unless the Officer has served in the Department in the next lower rank for at least three years immediately before the examination date. This section supersedes section 143.031 of the Texas Local Government Code to increase the requisite time of service to a three-year pre-requisite in the next lower rank before taking the Sergeant promotional examination. b.Limited Scope of Appeal. Appeals to the commission under section143.034 of the Texas Local Government Code shall be limited to quoted source material attributable to the referenced examination question. This section supersedes section l 43.034(a) to limit appeals only to the written examination and limit the written examination scope of appeal to only quoted source material attributable to the referenced examination question. c.Minimum Examination Grade Required The grade that will be placed on the eligibility list for Police Sergeant shall be computed by adding the applicants points for seniority to the applicants passing grade on the written examination. Each promotional applicant is entitled to receive one point for each year of seniority as a classified police officer in the Department, with a maximum of 10 points. Only those applicants who receive a grade of 70 points or higher shall be determined to have passed the Sergeant’s Promotional Examination. Each applicant’s grade on the written examination is based on a maximum grade of 100 points and is determined entirely by the correctness of applicant’s answers to examination questions. This section supersedes section 143.033 of the Texas Local Government Code by requiring a minimum passing grade for the addition of seniority points for promotion to Police Sergeant. Section 2. Promotions to Lieutenant Rank a. Intent. In adopting this article, the Parties agree to implement a promotional system for Lieutenant rank using a Research Project in addition to the written examination. The Parties believe the addition of the Research Project will improve the selection process and provide promotional candidates a fair opportunity to display skills and abilities that serve as additional good indicators that they will perform well in the position of Lieutenant. b. Adoption and Publication of Rules. The commission shall adopt Local Rules in accordance with this article. c. Lieutenant Promotional Process To Include Research Project. 1.Written Examination (100 points possible) A maximum of 100 points of the promotional candidate's score will be based on the 17 multiple choice score of the written examination. 2.Application of Seniority Points (10 points possible) Each promotional candidate is entitled to receive one point for each year of seniority as a classified police officer in the Department, with a maximum of 10 points. 3.Review and Appeal of Written Examination On request, each promotional candidate is entitled to examine his/her own promotional examination and answers, the examination grading, and the source material for the examination. If dissatisfied, the candidate may appeal within five business days, to the commission for review in accordance with 143.034 Local Government Code. Appeals to the commission under section 143.034 of the Texas Local Government Code shall be limited to only quoted source material attributable to the referenced examination question. 4.Continuation in Promotional Process Each promotional candidate is entitled to receive one point for each year of seniority as a classified police officer in the Department, with a maximum of 10 points. Only those candidates who receive a grade of 70 points or higher shall be determined to have passed the Lieutenant’s Promotional Examination and will be eligible to continue in the promotional process.Applicable seniority points will be added to each promotional candidate's passing score on the written examination for a cumulative score (maximum 110 points). 5.Promotional Test Proctor The Promotional Test Proctor will be the Lieutenant assigned to the Department's Office of Professional Standards, or another Lieutenant as appointed by the Department head. 6.Candidates' Selection of Assessor Panel All eligible promotional candidates, as determined in subsection 4, will meet with the Promotional Test Proctor and review a list of available assessors. The candidates, by majority vote, will select the assessor panel that will consist of the following: a. Two (2) members ·of the Police Department Executive Staff, b. Two (2) Police Department Lieutenants; c. Two (2) members of the Denton Police Officer's Association Board; and d. Two (2) City of Denton Senior Department Supervisors. The Department head will sit on the assessor panel and participate in the grading process for tiebreaker purposes. 7.Selection of Research Project Topic Prior to the administration of the written test, the Department Executive Staff will compile at least 3 research topics involving law enforcement and/or community issues. At the conclusion of the assessor panel selection, the Promotional Test Proctor will draw a topic at random from the available list of research topics. The drawn topic will be used by all promotional candidates for the Research Project defined to include both the written exercise and oral presentation. 18 8.Written Exercise (55 points possible) Each promotional candidate will research and prepare a written report on the research topic, including background information, current trends, identified issues, recommended course(s) of action, and the financial impact of any issues and/or recommendations. The written report will be submitted using a format provided to each candidate by the Department. The written exercise will be due no later than 5:00 pm on the 10th business day after the selection of the assessor panel. 9.Oral Presentation (55 points possible) Each promotional candidate, by random draw order, will make an oral presentation of their written report to the assessor panel. The presentation will be limited to 20 minutes, with an untimed question/ answer session at the conclusion of the presentation. The presentation can include, but does not require, the use of appropriate audio/visual aids. Presentations will be scheduled beginning the 15th business day after the selection of the assessor panel. The presentation schedule will be established at the meeting when the research topic is drawn. 10.Grading Matrix The written exercise and the oral presentation will be graded using a standard grading matrix recommended by a joint Labor Management Committee consisting of two (2) representatives appointed by the Department head and two (2) representatives appointed by the DPOA Board to the Department head. The grading matrix will be approved by the Department head and available for review by the promotional candidates prior to the written examination. 11.Scoring Individual assessor scores (other than the Department head) for each candidate's written exercise and oral presentation will be totaled (maximum110 possible points). The highest and lowest assessor score for each candidate will be dropped, and the remaining six (6) scores will be averaged. Average scores will be rounded to one decimal place with scores of .5 or more being rounded to the next highest level. (For example: 98.55 would be rounded to 98.6 and 98.54 would be rounded to 98.5). The average score will be the candidate's cumulative score for the Research Project. Each promotional candidate's cumulative score from the Written Examination will be added to the candidate's cumulative score for the Research Project to determine the final promotional test score. 12.Appeal or Grievance A promotional candidate may not grieve, appeal or dispute the Research Project component of the promotional process before an administrative or judicial body. Likewise, no grievance under this Agreement may be filed concerning the Research Project. 13.Tiebreakers In the event of a tie between two (or more) candidate's final promotional test scores, the first tiebreaker will be the Department head's Research Project Score for each 19 candidate. In the event of a tie in the Department head's scoring of each candidate's Research Project, the second tiebreaker will be time-in-grade for each candidate in the Sergeant Rank. 14.Selection for the Lieutenant Rank Promotional candidates will be ranked on the eligibility list and corresponding certified list based on the final promotional score, including the resolution of any tiebreakers. The Department head shall appoint the eligible promotional candidate having the highest grade on the eligibility list unless the Department head has a valid reason for not appointing the person. A vacancy shall be filled within 60 days, if an eligibility list is in existence, or 90 days if an eligibility list does not exist after the date the vacancy occurs. d. Military Duty. The commission may adopt Local Rules providing for the efficient administration of tests for promotional candidates for Lieutenant rank who are members of the armed forces serving on active military duty as provided by section 143.032(b)(1)(2) of the Texas Local Government Code. e. Appeal or Grievance. A promotional candidate may appeal the multiple-choice portion of the written examination under section143.034 of the Texas Local Government Code as limited in subsection c (3) above but may not appeal or dispute the Research Project component of the promotional process before an administrative or judicial body. Likewise, no grievance under this Agreement may be filed concerning the Research Project. The invalidation of any question or component of the written examination shall not invalidate the remainder of the Promotional process. f. Statutory Override. Sections 2(a)-(e) of the article supersede the following sections of the Texas Local Government Code: section 143.032(a) to provide for the scoring of the Research Project created under this article, sections 143.032(b)(l) and 143.032(c) to allow for the Research Project process, to allow for clarifying questions to be asked in the Research Project process and to provide for the oral presentation and question/answer, sections143.032 (d) and (e) to expand the scope of testing and the sources of materials in the Research Project, section 143.032(f) to expand the preparation and composition allowances to include the Research Project and to provide for more time for scoring, section 143.032(g) to allow the Department Executive Staff and Department head's participation in preparing the Research Project of the promotional process, section 143.033(a) to provide for scoring of the Research Project outside the presence of the promotional candidates, section143.033(c) to provide for the creation of the eligibility list based on both multiple choice and Research Project and for the potential score to be based on less than 100 points in the event a question is invalidated, section 143.033(d) to provide for more time to post the grades of the eligibility list, and section l 43.034(a) to limit appeals only to the written examination and limit the written examination scope of appeal to quoted source material attributable to the referenced examination question. Section 3. Eligibility List Forwarded at One Time for Nonentry Positions 20 a. Intent. This section of the article is intended to omit the administrative process of providing three names at a time and instead provide a process where all names of the persons on the eligibility list are certified and provided at once when filling a vacancy for a nonentry position in the Department. b. Process. When a vacancy occurs in a nonentry position that is not appointed by the Department head, the director, on request by the Department head or designee, shall certify to the Department head the names of the eligibility list. c. Statutory Override. Sections 3(a)-(c) of the article supersede section 143.036 of the Texas Local Government Code to allow for the entire eligibility list to be forwarded at once. 21 ARTICLE 6 APPOINTMENT OF PERSONNEL All Deputy Chief and Assistant Chief positions may be filled by appointment by the Department head pursuant to the process provided for in Section 143.014 of the Texas Local Government Code. Positions in the ranks below Deputy Chief are filled under the statutory process in Section 143 except as otherwise provided in this Agreement. This article supersedes section 143.014(b) and section 143.014(c) of the Texas Local Government Code. 22 ARTICLE 7 DISCIPLINE Section 1. Limitations on Acts Not Related to Criminal Activity and Time To Investigate Charges In the original written statement and charges and in any disciplinary hearing conducted under this Agreement or Chapter 143, the Department head has two hundred and forty (240) days from the date the act (not related to criminal activity) occurred to discover the act. The Department head shall have one hundred and eighty (180) days from the date of discovery, as set forth in the preceding sentence, to investigate and take disciplinary action for the act (not related to criminal activity). This section shall supersede the first sentence of section l43.052(h) of the Texas Local Government Code. Nothing in these sections affects the remainder of section 143.052(h) or affects section 143.056 of the Texas Local Government Code. Section 2. Alternative Discipline Officers suspended up to a maximum of five (5) working days, at the Department head's discretion, may forfeit either accumulated vacation, compensatory or sick time equal to the suspension to serve the suspension with no loss of paid salary. The officer shall have ten (10) calendar days from receipt of notice of the suspension to decide whether or not he or she wishes to forfeit accumulated leave or exercise his or her appeal rights pursuant to Chapter 143 Local Government Code. No appeal to the commission or to arbitration may be instituted on suspensions where the officer has forfeited accumulated vacation, compensatory or sick time pursuant to the terms of this section. The forfeited vacation, compensatory, or sick time will not constitute hours worked. This section supersedes section 143.052 and section 143.053 of the Texas Local Government Code to the extent either of those sections do not allow for the process outlined in this section. Section 3. Written Statement If the Department head suspends an Officer, a copy of the statement giving the reasons for the suspension shall be delivered in person by the Department head or his/her designee to the suspended Officer. The Department head will file the written statement with the commission director within one hundred twenty (120) hours after the hour of suspension which will deem the statement to be filed for purposes of section 143.052. Unless the Officer appeals the suspension to the commission, the Parties agree the director will not forward the written statement to the commission. This section of the article shall supersede section 143.052(c) of the Texas Local Government Code in that filing with the director will satisfy 143.052(c). This section also shall supersede 143.052(c) requiring delivery of the statement specifically by the Department head to the officer. This section supersedes section 143.052(e) of the Texas Local Government Code in that, in instances where the Officer does not choose to appeal to the commission, the written statement will only be filed with the director and not forwarded to the commission. 23 ARTICLE 8 PROTECTED RIGHTS OF OFFICERS Section 1. Effect of Article. The following provisions shall apply to the administrative investigation of alleged misconduct by DPD police officers and the process of administrative discipline. To the extent of any conflict between this Agreement and the provisions of Chapter 143 of the Texas Local Government Code, the provisions of this Agreement shall control. To the extent of any conflict between this Article and any other provision of this agreement, this Article shall control. Section 2.Definitions. In this Article: a) “Complaint” means any affidavit, administrative referral, or other document setting forth allegations or facts that may form the basis of future allegations of misconduct against an officer and which serves as the basis for initiating an investigation. b) “Disciplinary Action” means suspension, indefinite suspension, demotion in rank, reprimand, or any combination of those actions. c) "Investigation" means an administrative investigation of alleged misconduct by a police officer that could result in disciplinary action. d) "Investigator" means an agent or employee of the Department or an Independent Investigator who participates in conducting an investigation. e) “Statement” means any communication (oral or written) setting forth or facts regarding the alleged misconduct under investigation. f) “Evidence” means statements, reports, records, recordings, documents, computer data, text, graphics, videotape, photographs, or other tangible forms of information, including a “complaint”. Section 3.Compelled Testimony. There shall be no legal or administrative requirement, including but not limited to subpoena power or an order from the City Manager or the Department, that an officer appear before or present evidence to any individual, panel, committee, group, or forum of any type. This provision has no application to any Independent Investigation authorized by the Chief of Police, regardless of whether the Independent Investigation was recommended by the City Council, City Manager, or to any hearing of an appeal of disciplinary action pursuant to this Agreement and/or Chapter 24 143 of the Texas Local Government Code. Police officers remain subject to orders or subpoenas to appear and provide testimony or evidence in such investigations or hearings. Section 4.Access to Records by Officers. a) Not less than forty-eight (48) hours before the officer who is the subject of an investigation provides a statement to an investigator, the officer shall be provided a copy of the complaint(s). The Department may omit the name and/or identity of the person making the complaint. In the event that the complaint(s) does not contain all allegations of misconduct under investigation, not less than forty eight (48) hours before the investigator begins the initial oral or written interrogation of the officer, the investigator must inform the officer in writing of the additional allegations being investigated. b) Before the officer who is the subject of an investigation provides a statement to an investigator, the officer and his representative shall be provided an opportunity to review any videotape, photograph, or other recording of the operative conduct or alleged injuries, if any, which is the subject of the allegations if such recording is within the possession or control of the Department. c) An officer is entitled to a copy of his or her statement to the Internal Affairs Unit at the time when the statement is finalized and signed by the officer, but the statement remains confidential in the hands of the officer pursuant to 143.089(g), DPD policy, and orders of non-communication about internal investigations, except for consultations with counsel. d) Before the officer who is the subject of an investigation provides a statement to an investigator, the officer and his representative shall be allowed to review the portions of any document(s) in which it is alleged that the officer provided false, incomplete, inconsistent, or conflicting information, or in which it is alleged that the officer omitted information in violation of any law or Department policy. e) Before the officer who is the subject of an investigation provides a statement to an investigator, the officer and his representative shall be allowed to review any report, supplement, use of force report, or other statement recorded or written by the officer, setting forth particulars or facts regarding the operative conduct which is the subject of the allegation(s). f) Not less than forty eight (48) hours before a Disciplinary Review Board (or any other administrative hearing conducted for the purpose of determining whether the Department shall take disciplinary action against an officer for alleged misconduct, the officer and his representative shall be allowed to review for three (3) hours all evidence gathered or obtained during the investigation, and not previously reviewed by the officer pursuant to this Section. The evidence available for review shall not include any investigator’s summary. 25 g) Neither the officer nor his representative will be permitted to make copies of any witness statements, audio tapes, photographic or videotape evidence reviewed; however, they may take written notes only, provided that they comply with the confidentiality and use provisions in Section 6. h)Nothing in this Article shall be construed as requiring the Department to provide or make available for review by the officer or his representative any evidence from criminal investigations by the Denton Police Department unless that evidence is a part of the Internal Affairs Unit administrative file. No criminal investigation material that is part of the Internal Affairs Unit case file can be released if there is a pending criminal investigation or judicial proceeding. Section 5. Audiotaping of Disciplinary Review Board Proceedings. When a Disciplinary Review Board is held, the officer who is the subject of the investigation may audio tape the portion of the Disciplinary Review Board in which the chain-of- command discusses the IA investigation and the disciplinary decision with the officer. Section 6.Confidentiality of Records and Misuse of Information. The access to records provided in Section 4 of this Article has been granted in exchange for the following agreements intended to ensure confidentiality and to prevent retaliation or the threat of retaliation against any witness in an investigation: a) Retaliation or the threat of retaliation by an officer, or by an individual at the direction of the officer, against the author of an Internal Affairs statement is strictly prohibited. A sustained violation of this subsection shall result in either a temporary or indefinite suspension. b) If an officer is suspended pursuant to this Section, the officer shall have the right to appeal the suspension to the Civil Service Commission or to an Independent Third- Party Hearing Examiner pursuant to the provisions of this Agreement and Chapter 143 of the Texas Local Government Code. The Commission or the Hearing Examiner shall decide whether the specific charge related to this Section is true. If the charge is found to be true, the Commission or Hearing Examiner must affirm the disciplinary action and cannot amend, modify, or reduce the period of disciplinary suspension. c) Sections 143.053(e) & (f) of the Texas Local Government Code are hereby superseded to the extent of any conflict with this Section. Section 7.Right to Representation. An officer who is the subject of an investigation or administrative inquiry shall have the right to be represented by an attorney of the officer’s choice and/or an Association Representative during an interview provided the attorney and/or Association Representative complies with the Internal Affairs interview protocol. An officer shall have the right to be represented by an attorney 26 and/or Association Representative of the officer’s choice during a Disciplinary Review Board (or other administrative hearing conducted for the purpose of determining whether the Department shall take disciplinary action against an officer for alleged misconduct.) Section 8. Violation of Officer’s Rights. If the Department or any investigator violates any of the provisions of this Article or of Section 143.051 of the Texas Local Government Code while conducting an investigation, the Department shall reverse any punitive action which depends upon evidence resulting from a violation of this agreement; including a reprimand, and in any appeal, evidence resulting from a violation of this agreement shall be specifically excluded from introduction into evidence in any proceeding against the officer, including any disciplinary appeal hearing. The hearing examiner or arbitrator may make such other evidentiary rulings as are just and fair, after consideration of the circumstances of the violation. 27 ARTICLE 9 CHANGE IN SHIFT ASSIGNMENT The City reserves the exclusive right to determine procedures, timing and standards for all employee transfers and reassignments; provided, however, Officers shall receive at least fourteen (14) calendar days advance notice of transfer or reassignment that result in working different hours of a shift schedule. An Officer may voluntarily waive the requirement to an advance notice. In the event of an emergency the Department head or designee may require an Officer to work at any given time without the requirement of notice given to an Officer. An emergency is an unexpected happening or event or an unforeseen situation or crisis that calls for immediate action and requires the Department head to order an Officer to work a shift other than the Officer's normal scheduled shift assignment. 28 ARTICLE 10 COMPENSATION Section 1. Base Pay Philosophy It is the desire of the City to recognize that the employees of the City of Denton Police Department perform their responsibilities at a level that is above the typical metroplex Police agency. As such, it is the desire of the City to maintain a pay philosophy that exceeds the average metroplex pay for Police officers while at the same time recognizing the financial limitations facing the City due to this challenging economic period. Section 2. Comparator Cities Arlington, Carrollton, Fort Worth, Frisco, Garland, Grand Prairie, Irving, Lewisville, McKinney, Mesquite, Plano and Richardson shall continue to be used as comparator cities for the salary survey to be conducted each year of this contract. The City and Association shall convene a Labor/Management Pay Subcommittee to perform a survey in May of each year of the Agreement upon which consideration for the proposed base salary adjustments for the following fiscal year shall be calculated. Based on the survey information of the comparator cities, the average of base pay for minimums and maximums for each rank shall be calculated and proposed for approval as a part of the budget process. Beginning with the second year of this agreement and for the third year of the agreement, in addition to minimum and maximum pay averaging for each rank, consideration will also be given to the actual midpoint average pay and the midpoint tenure level of each comparator city’s step pay plan when preparing proposals for approval as a part of the budget process. Proposed increases may be limited to the average base pay percentage increase for non-civil service City employees approved by the City Council in the annual budget. Section 3. Compensation Proposal Calculation (a) The compensation for Police Officer/Recruit, Sergeant, Lieutenant and Captain (conditioned upon the creation of a Captain classification) shall be proposed on the basis of the following calculations: The recommended monthly base pay scale shall be calculated by the salary survey conducted in May each year of the Agreement, utilizing the average minimum base salary and the average maximum base salary for each rank of the twelve (12) comparator cities as specified in this contract, plus five percent (5%). The recommendation will propose that the minimum and maximum base pay for each rank will receive an increase (should an increase be required) to match the survey average plus five percent (5%). The steps between the minimum and maximum steps will be recalculated to maintain equal separation between any new minimum and maximum steps and further, beginning year two of this agreement and continuing with the third year, consideration shall be given to the actual midpoint average pay and the midpoint tenure level of each comparator city’s step pay plan when calculating pay steps. It is agreed that effective with 29 the first pay period of April 2020, the Police Civil Service Pay Plan will be restructured so the top police officer grade salary pay step will be at twelve (12) years of service. The Police Civil Service Pay Plan Police adopted in accordance with calculated salary adjustments outlined in Section 3 above and as agreed to by the parties for year one, is attached to the Agreement as EXHIBIT B. (b) Increases recommended in subsection 3(a) may be equivalent to the average base pay increase budgeted for non-civil service City employees. Should the City Council approve a budget that does not include base pay increases for non-Civil service employees, the ranks of Police Officer/Recruit, Sergeant, Lieutenant and Captain shall not receive any base pay increase regardless of the calculated amount necessary to reach minimum and maximum rates plus five percent (5%). (c) Should the City Council approve a budget that includes lump sum pay increases instead of an increase to base pay to non-civil service City employees, the ranks of Police Officer/Recruit Sergeant, Lieutenant and Captain will receive a lump sum payment equal to the average lump sum increase for non-civil service employees instead of an increase to base pay. Section 4. Funding Obligations Depending upon the financial forecasts, the City may implement the compensation recommendations in section 3 between the first pay period of October and the first pay period of April of each fiscal year. The City presently intends to continue this Agreement each fiscal year through its term, to pay all payments due, and to fully and promptly perform the obligations of the City under this Agreement. All obligations of the City shall be paid only out of current revenues or any other funds lawfully available for those obligations, including tax revenues reasonably anticipated at equal or higher total gross amounts as were collected in each preceding fiscal year respective to each year of the Agreement, and appropriated for such purpose by the City Council in compliance with the Texas Constitution, Article XI, Sections 5 and 7. Following the adoption of the annual budget that may establish a pay increase, should the City Council find it fiscally necessary to reduce base pay for non-civil service City employees, or implement other cost saving measures such as mandatory furloughs or a reduction-in-force, the increase recommended under this Article shall be reduced. Section 5 Breaks Officers assigned to the Operations Bureau, working 10 or 12-hour shifts, are normally allowed one (1) meal break and two (2) fifteen minute breaks, workload permitting. The meal break begins when cleared by Dispatch and will last no longer than one (1) hour. Because officers that work the 10 or 12-hour shift assignments are paid for their meal breaks, and the inherent nature of the Operations Bureau function, patrol and traffic officers are subject to recall during their breaks at any time without warning and any additional compensation. Sworn employees not assigned to the Operations Bureau, working 8-hour shifts, are allowed one (1) meal break and two (2) fifteen minute breaks, workload permitting. Meal breaks will last no longer than forty- 30 five (45) minutes. Because employees are paid for their meal breaks, they are all subject to immediate recall during their breaks, at any time without warning, and any additional compensation. 31 ARTICLE 11 COURT TIME, CALL BACK AND OVERTIME PAY Section 1. Officers while off duty who are called back to duty shall be paid a minimum of two (2) hours or actual time worked, whichever is greater. Section 2. Officers while off duty who are required to perform phone consultations with the District Attorney's Office shall be paid a minimum of one (1) hour or actual time worked, whichever is greater. Section 3. Officers while off duty who are required to give testimony in court about events arising out of their employment shall be paid a minimum of three (3) hours or actual time worked, whichever is greater. Section 4. Any hours meeting established criteria for overtime compensation will be paid at one and a half (1-1/2 times) the Officer's regular rate of pay. Section 5. Holidays, vacation time (with the exception of vacation in lieu of sick) and scheduled “on-call” hours subject to the provisions of Policy 106.04 are considered actual time worked for overtime eligibility and the calculation of overtime pay. 32 ARTICLE 12 ASSIGNMENT PAY AND SPECIALTY PAYS Section 1. Assignment Pay a.Field Training Officer Pay Each Officer assigned as a Field Training Officer shall be granted pay of $100.00 per month. b.Tactical Team Pay Each Officer assigned to the Tactical Team shall be granted pay of $100.00 per month. c.Hostage Negotiator Pay Each Officer assigned to the Hostage Negotiator Team shall be granted pay of $100.00 per month. d.Administrative Services Pay· Each Officer assigned to serve as an on-call Public Information Officer or in an on-call capacity as the Department's IT Specialist shall be granted pay of $200.00 per month. e.Traffic Unit On-Call Pay Each Officer assigned to the Traffic Section that is required to respond to a call back situation for periods of at least one week at a time and would be subject to discipline if they fail to answer, respond, or are unfit to respond during their assigned period, shall be granted pay of $200.00 per month. This includes the Traffic Sergeant, who is considered to be on-call except when relieved of the duty to respond for specified periods of time. f.Criminal Investigations Bureau On-Call Pay Any Officer assigned to the Criminal Investigation Bureau (CIB) that is required to respond to a call back situation for periods of at least one week at a time and would be subject to discipline if they fail to answer, respond, or are unfit to respond during their assigned period, shall be granted pay of $200.00 per month. This includes the CIB Sergeants that are assigned to an on-call rotation and are required to respond as stated above. This includes Special Operations officers who are on- call by the nature of their assignment. g.Applicability Officers may be granted a maximum of three (3) separate assignment pays per month from Sections (a) through (f). 33 Section 2. Specialty Pay a.Canine Pay Each assigned Canine Officer approved by the Department head shall be granted pay of $100.00 per month. b.Bilingual Pay Bilingual pay will be paid at the rate of one hundred dollars ($100.00) per month for oral skills or the rate of one hundred fifty dollars ($150.00) per month for oral and reading skills for Officers certified under standards established by the Chief and assigned to the bilingual program. The bilingual program shall include Spanish and any language designated by the Chief. Officers will not be paid cumulatively if they are certified in more than one language, Section 3. Certification· Or Education Pay Each Officer eligible for Certification and Education pay shall be granted both certification and education pay ·commencing the first pay· period after: (1) submission of the proof of eligibility and, (2) verification by the Department head. Education eligibility requires successfully completed courses at an accredited college or university. If eligibility is acquired during a fiscal year, the monthly rate shall be prorated from the first day of the pay period following the date of submission of the proof of eligibility provided. Effective the first pay period of each fiscal year, Certification and Education pay shall be as follows: Certification: Intermediate-Police $1080.00 annualized rate $ 90.00 monthly rate Advanced-Police $1800.00 annualized rate $ 150.00 monthly rate Master-Police $2520.00 annualized rate $ 210.00 monthly rate Education: 30 hours toward degree $720.00 annualized rate $ 60.00 monthly rate Associates Degree $1080.00 annualized rate $ 90.00 monthly rate Bachelor's Degree $1,800.00 annualized rate $ 150.00 monthly rate Master's Degree $2,520.00 annualized rate $ 210.00 monthly rate 34 Certification and Education pays are paid cumulatively for the highest Degree and the highest Certification held by an officer. Section 4. Shift Differential Pay The City shall pay an additional two hundred dollars ($200.00) per month as Shift Differential Pay to any officer who is regularly assigned to work an evening or night shift. It is intended that only officers who work on a regularly assigned shift, in which fifty percent (50%) or more of their shifts for the month begin between 2:00 p.m. and 4:00 a.m., will be eligible to receive Shift Differential Pay. Temporary duty away from an officer’s normal shift assignment for training purposes and the use of vacation, sick leave, or line-of-duty injury will not be a cause for suspension of monthly payments for Shift Differential Pay. Section 4. Statutory Override Sections 1, 2, 3 and 4 of this article supersede sections 143.04l(c)(2), 143.04l(c)(3), 143.04l(c)(4), 143.041(c)(5), 143.042, 143.043 and 143.044(b), 143.044(c), 143.047(a), and 143.047(b) of the Texas Local Government Code to provide fur the pay as outlined above. 35 ARTICLE 13 SAFETY AND HEALTH Section 1. Intent It is the desire of the City and the Association to recognize that physical fitness is mutually beneficial to the health and wellbeing of employees, in addition to lowering potential costs of healthcare and work related injuries and agree that a voluntary participation program for physical fitness incentive pay shall be established. The intent of this program is not to create an entitlement but to further improve the health and wellness of the Department. Section 2. Joint Committee on Physical Fitness Recommendations The Joint Committee on Physical Fitness shall recommend the structure of a program for an annual physical which includes a combination of a medical assessment and fitness assessment as approved by the Department head. The Joint Committee on Physical Fitness shall be comprised of two (2) members appointed by the Association, two (2) members appointed by the Department head, and a representative from Human Resources. In addition, the Joint Committee on Physical Fitness shall make recommendations on prerequisites to participate in the program. Section 3. Tiered Performance Incentive Pay A prerequisite for the incentive pay requires the Officer to participate in the City's annual Health Risk Assessment (blood draw and follow up). a.Superior Rating. Effective January 1, 2016, an Officer who receives a ''Superior" rating on his/her annual physical which includes a combination of the Officer's medical assessment and fitness assessment shall receive a one-time lump-sum payment of six hundred dollars ($600) for that rating. The lump-sum payment shall be paid in the month of November following the receipt of the ''Superior" rating. b.Excellent Rating. Effective January 1, 2016, an Officer who receives an ''Excellent" rating on his/her annual physical which includes a combination of the Officer's medical assessment and fitness assessment shall receive a one-time lump-sum payment of five hundred dollars ($500) for that rating. The lump-sum payment shall be paid the in the month of November following the receipt of the ''Excellent" rating. c.Good Rating. Effective January 1, 2016, an Officer who receives a ''Good" rating on his/her annual physical which includes a combination of the Officer's medical assessment and fitness assessment shall receive a one-time lump-sum payment of four hundred dollars ($400) for that rating. The lump-sum payment shall be paid in the month of November following the receipt of the ''Good" rating. 36 Section 4. Evaluation The Joint ·committee on Physical Fitness shall evaluate the program annually to determine effectiveness and shall make potential recommendations to the Department head for modifications or adjustments. Section 5. Statutory Override Sections 1, 2, 3 and 4 of this article supersede sections 143.041(c)(6) and 143.044(d) of the Texas Local Government Code to provide for fitness incentive pay as outlined above. 37 ARTICLE 14 CIVIL SERVICE COMMISSION Section 1. Commission It is the desire of the City and the Association to broaden the criteria qualifying persons eligible to serve on the commission. As a result, a person may be appointed to the commission who has held public office within the preceding three years provided that the public office held by the person was not an elected office. This article supersedes section 143.006(c)(5) of the Texas Local Government Code. 38 ARTICLE 15 LABOR/MANAGEMENT RELATIONS Each Party shall designate three (3) representatives to serve on a joint Labor/Management Committee (''Committee'). This Committee shall meet quarterly at agreeable times and places to discuss matters of mutual concern. Such discussion shall not be tantamount to, or an extension of, the bargaining process, but shall be for the purpose of encouraging productive relations between the parties and the improvement of the public safety services to the community. A minimum of two (2) members from each party must be present for a meeting to be held. The Department head will make reasonable efforts to accommodate requests by Association members to attend if they are on duty. Both parties understand and agree that Committee meetings are not required on any issue, except where provided for in Article 3 of this Agreement and are not a condition nor limitation on the management rights to make and enforce policies, rules, regulation, or operational decisions. 39 ARTICLE 16 CONTRACT INTERPRETATION DISPUTE RESOLUTION PROCEDURE Section 1. Scope of Procedure The City and Association recognize that from time to time disagreements between the Parties may arise as to the application or interpretation of this Agreement. The Parties therefore agree that the purpose of this dispute resolution procedure is to provide a just and equitable method for resolving disagreements between the Parties regarding the application or interpretation of the provisions of this Agreement. Only matters involving the interpretation, application, or alleged violations of a specified provision of this Meet and Confer Agreement shall be subject to this dispute resolution procedure. Any matters for which the right of appeal is afforded by Subchapter D of Chapter 143 of the Texas Local Government Code are excepted from the scope of this Article. Section 2. Application of Procedure If the Association has a dispute with the City regarding this Agreement, the Association should reduce the dispute to writing and deliver it to the City's designated representative, who shall be is Department head or designee. An Officer may not file a request for contract dispute resolution directly with the City; all resolution requests must be approved and come from the Association Executive Board. Each dispute shall be submitted in writing and must include, at minimum, the following information: (1) a brief statement of the dispute and facts or events on which it is based; (2) the section(s) of the Agreement alleged to have been violated; (3) the remedy or adjustment sought and; (4) the bargaining unit member's signature or, if filed by the Association, the signature of the Association President. Any claim or dispute by an Officer or group of Officers under this Agreement which includes a claim for pay or benefits for any past pay periods must be filed by the Officer with the Association within thirty (30) business days of the date when the Officer knew or reasonably should have known of the claim. Disputes by the Association or an Officer shall proceed along the following steps: Step 1. An aggrieved Officer must initiate a dispute with the Association Executive Board within thirty (30) business days of the date upon which the Officer know for should have known of the facts giving rise to the dispute. A copy of notice or receipt of the dispute shall be forwarded to the Department head by the Association Executive Board within (3) business days of the receipt of the dispute. The Association Executive Board shall within their sole discretion determine if a dispute exists within fifteen (15) business days after receipt of the dispute. If the Association Executive Board determines that no dispute exists, the grievance will be deemed denied and shall need no further action taken. The Association shall notify the Department head in writing that no 40 further proceedings will be necessary. If the Association Executive Board determines that the dispute is valid, it shall within five (5) business days after determination submit the dispute to the Department head and proceed to Step 2 of the procedure. Step 2. After receipt of the dispute, the Department head shall within thirty (30) business days submit his/her response in writing to the Association Executive Board. If there is no timely reply from the Department head the grievance is deemed denied and will proceed to the next step as indicated. The Department head may require by policy for submission of contract disputes within the Chain of command, but shall have a duty to determine the matter within thirty (30) business days of its receipt from the Association. Step 3. If the dispute is not resolved in Step 2, the Association Executive Board may advance the dispute in writing to the City Manager or designee within ten (10) business days from receipt of the Step 2 decision of the Department head. The City Manager or designated representative shall review the matter and render a decision in writing to the Association Grievance Committee within ten (10) business days of the receipt of the dispute in Step 3. The City Manager or designee may, at his or her discretion, conduct a conference to further explore the merits of the dispute and to explore resolution options. Step 4. If the dispute is not resolved in either Step 2 or Step 3, either Party shall have the right to seek mediation of the dispute by requesting same in writing within ten (10) business days. The mediation will proceed before either a mediator with the Federal Mediation and Conciliation Service or before a mutually agreed mediator. The mediation shall be held in available facilities of the City of Denton. Step 5. If the dispute is not resolve at Step 4, the Association shall have ten (10) business days from the date of mediation to determine whether it will pursue he dispute under this article through arbitration. Under this step, the Association must deliver a letter indicating its election to proceed to arbitration to the Department head. Section 3. Arbitration Opinion The Parties have agreed that all disputes under this Agreement, which concern the application and interpretation of this Agreement, shall be submitted to final and binding arbitration, and the Parties except form this Agreement disputes involving statutory application and interpretation for rights and claims not arising under sections 142 or 143 of the Texas Local Government Code. The terms of the Agreement, and any factual issues which are determinative in applying the Agreement, shall be the sole province of the designated arbitration, and his or her decision shall be final. However, the City will only agree to arbitration on the condition that legal issues which are determinative in any contract dispute are subject to judicial review. This additional exception to the Parties' arbitration Agreement is a narrow one, as reflected by the bargaining history. This contract represents an agreement to submit disputes to arbitration within its scope, and otherwise preserves the existing jurisdiction of Texas Courts over any contract rights and claims not exclusively committed to arbitration. The Parties have agreed that questions of law, which involve either the interpretation and application of state statues or the application of legal principles from Texas 41 appellate court opinions (or the failure to properly apply such legal principles or opinions) to controversies under this article shall be submitted initially to arbitration, but that either party shall have a limited right of appeal from an arbitration award in the Courts solely for the purpose of reviewing disputed issues of law. No such appeal from arbitration shall include review of any factual determinations by the arbitrator, including credibility of witnesses or weight of the evidence. If an appeal from arbitration based on erroneous application of the law is not successful, the appealing Party shall bear all costs of such appeal. If a dispute is submitted to arbitration, within seven (7) business days, the Department head and/or City and the Association shall select an arbitrator by alternately striking names from the Parties' pre-determined panel of six (6) qualified neutral arbitrators. The Association shall strike the first name under this article with the first dispute brought under this article. Thereafter, the first strike shall alternate between the Parties. 'The panel list is attached as Exhibit "A" to this Agreement. The list of arbitrators attached as Exhibit “A” may be modified by the City and the Association, within 60 days of the ratification of this Agreement by both parties submitting the names of three (3) arbitrators. Should any panel member subsequently refuse or be unable to continue to serve on the panel, the Parties may mutually agree to his/her replacement from a mutually accepted list of three (3) arbitrators. In the event the Parties cannot mutually agree to a replacement, the remaining members of the panel will continue to serve for the duration of the Agreement. The arbitration should be held at the earliest available date, but may be continued for good cause shown or upon mutual agreement. Upon written request delivered at least fourteen (14) business days prior to the date of the hearing, a party to the proceeding shall provide, no later than seven (7) business days prior to the hearing, to the opposing party the names and addresses of witnesses expected to be called at the hearing. In the absence of good or excusable cause, the arbitrator may exclude the testimony of a witness upon the failure of a party to disclose such a witness. The parties, in writing, may request discovery from each other concerning the grievance. Should the opposing party not agree to provide the requested information within seven (7) business days of the request; the request shall be deemed denied. The requesting party may then apply to the arbitrator, who shall order such discovery consistent with, but not bound by, the rules of discovery in Texas civil cases. In considering the application, the arbitrator shall consider the burden and expense of producing the information, the need of the requesting party, the amount of time available prior to the hearing, and such other matters as he may deem material. In no event shall discovery be requested within thirty-five (35) business days prior to the hearing, unless agreed by the parties. The hearing shall be held in available facilities of the City of Denton and shall be conducted informally, without strict evidentiary or procedural rules. The conduct of the hearing shall be governed by the standard rules of the American Arbitration Association. The arbitrator shall consider and decide only the issue(s) in the dispute statement or submitted in writing by agreement of the Parties. The hearing shall be concluded as expeditiously as possible and the arbitrator's written decision shall be based on a preponderance of evidence within thirty (30) business days after close of the hearing, or after receipt of post-hearing briefs if applicable. 42 Section 4. Decision Final and Binding If arbitration is selected, the Parties specifically agree that the arbitrator's authority shall be strictly limited to interpreting and applying the explicit provisions of this Agreement. The arbitrator shall not have authority to modify the Agreement or create additional provisions not included in the Agreement. The Parties agree that neither the City nor the Association shall have ex parte communications with the arbitrator concerning any matter involved in the dispute submitted to the arbitrator. Each Party shall be responsible for its own expenses in preparing for and representing itself at arbitration, but the fees and expenses of the arbitrator shall be borne equally by the Parties. The written decision of the arbitrator shall be final and binding on both Parties and may not be appealed by either Party, except for any decision procured by fraud or collusion, or which exceeds the arbitrator's jurisdiction or which is based on legal conclusions or interpretations which are clearly contrary to existing law. Section 5. Mutual Extension All deadlines within this article may be extended by mutual agreement by the Parties. 43 ARTICLE 17 DURATION OF AGREEMENT AND EXTENSIONS Section 1. Duration of the Agreement This Agreement shall have an effective date of October 1, 2019 and shall remain in full force and effective through September 30, 2022, provided however, the Association shall have the right to request that wages be renegotiated for FY 2021-2022. This request to renegotiate wages does not obligate the City to agree to any changes in wages. Section 2. Extension of Agreement by Mutual Written Agreement If the Parties are engaged in negotiations for a successor agreement at the time this Agreement would otherwise expire, the Association’s and the City’s meet and confer negotiating teams shall have the authority to extend this Agreement in thirty (30) day increments by mutual written agreement(s) signed by the President of the Association and by the City Manager, or the City Manager’s designee, provided, however, in no event shall this Agreement be extended pursuant to this Section beyond December 30, 2022. 44 ARTICLE 18 SAVINGS CLAUSE AND PREEMPTION PROVISION Section 1. If any provision of this Agreement is rendered invalid by a court of competent jurisdiction, such invalidity shall not affect any other provision of this Agreement, which shall continue to be in full force and effect for the duration of the Agreement, and the Parties shall meet as soon as possible to agree on a substitute provision. However, if the Parties are unable to agree within thirty (30) days following commencement of the initial meeting, then the matter shall be postponed until Meet and Confer negotiations are resumed. To this end, the provisions of this Agreement are severable. This Agreement may be amended by written mutual agreement. Section 2. The provisions of this Agreement shall supersede the provisions of any statute, Executive Order, local ordinance, or rule, which are in conflict herewith, including for example and not by way of limitation, the contrary provisions of Chapter 143; Ordinances of the City of Denton, Texas; and Local Rules and Regulations of the Civil Service Commission for the City of Denton, Texas. This preemption provision is authorized by section142.067of the Texas Local Government Code, and the Parties have expressly agreed that each and every provision involving or creating such a conflict shall have the effect of superseding the statutory standard or result which would otherwise obtain, in the absence of this Agreement. This provision is of the essence to the bargain and Agreement, which has been reached. Section 3. Complete Agreement Clause The Parties agree that each has had full and unrestricted right and opportunity to make, advance and discuss all matters properly within the meet and confer process. This Agreement constitutes the full and complete Agreement of the Parties and there are no others, oral or written, except as specified in this Agreement. 45 SIGNATURE & EXECUTION PAGE TIIE FOREGOING INSTRUMENT HAS BEEN DULY NEGOTIATED, REVIEWED, AND A. PPROVED BY EACH OF THE SIGNATORIES INDICATED BELOW: THE CITY OF DENTON, TEXAS (Approved by Denton City Council on _____ of _______________, 2019) By: ___________________________ Dated: ______________________ TODD HILEMAN CITY MANAGER By: ___________________________ Dated: ______________________ ROSA RIOS CITY SECRETARY APPROVED: By: ___________________________ Dated: ______________________ FRANK DIXON CHIEF OF POLICE By: ___________________________ Dated: ______________________ AARON LEAL CITY ATTORNEY THE DENTON POLICE OFFICERS ASSOCIATION (Ratified by DPOA Membership on _____ of ______________, 2019 By: ___________________________ Dated: ______________________ DONNIE CARR PRESIDENT, DENTON POLICE OFFICERS ASSOCIATION By: ___________________________ Dated: ______________________ YANCY GREEN SECRETARY, DENTON POLICE OFFICERS ASSOCIATION 46 EXHIBIT A PANEL OF ARBITRATORS William Detwiler Donald Goodman John Barnard Don Williams John Allman Kathy Fragnoli 47 EXHIBIT B FY 2019-2020 CITY OF DENTON CIVIL SERVICE POLICE PAY PLAN 48 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2117,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theapprovalofasecondamendmenttoaProfessionalServicesAgreementbetweentheCityofDentonand TeagueNallandPerkins,Inc.,amendingthecontractapprovedbyCityCouncilonMay8,2018,inthenot-to- exceedamountof$300,050,amendedbyAmendment1approvedbytheCityManager,saidsecond amendmentforengineeringandarchitecturaldesignforvariousCityofDentonparkinglotsintheamountof $84,050;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate(File6581-providing foranadditionalsecondamendmentexpenditureamountnot-to-exceed$84,050,withthetotalcontractamount not-to-exceed $457,050). City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 24, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a second amendment to a Professional Services Agreement between the City of Denton and Teague Nall and Perkins, Inc., amending the contract approved by City Council on May 8, 2018, in the not-to-exceed amount of $300,050; amended by Amendment 1 approved by the City Manager; said second amendment to provide additional engineering and landscape design for various City of Denton parking lots; providing for the expenditure of funds therefor; and providing an effective date (File 6581 providing for an additional second amendment expenditure amount not-to-exceed $84,050, with the total contract amount no-to-exceed $457,050). INFORMATION/BACKGROUND On May 8, 2018, City Council approved a contract for $300,050 for professional engineering and architectural design services for City of Denton parking lots at City Hall East, Denia Recreation Center, Civic Center, and the Service Center. In an effort to help relieve parking issues for events and meetings at City Hall and Civic Center, we amended the Professional Service contract to Teague, Nail, and Perkins, Inc. for the design only of the gravel lot across from City Hall. This helped lessen the impact of parking in the downtown area after hours and on the weekends. The City had purchased the property from the County and demoed four structures that were in various states of disrepair. It allowed us to meet all developmental and landscaping codes while improving the lighting and safety for the staff and citizens. The first amendment was approved by the City Manager on November 20, 2018, in the not-to-exceed amount of $72,950, for a total contract amount not- to-exceed $373,000. This second of adding professional consultant fees for a range of projects. These projects include the McKinney Street Parking lot surface modification plans; the Service Center floodplain study, perimeter fencing, and landscape plans; Denia/City Hall/Civic Center construction document repackaging, inclusion into the construction documents a retaining wall for the Denia Parking lot (was not originally in the scope of work), City Hall East parking lot lighting plans, and additional third- party costs for estimation. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On May 8, 2018, City Council approved a contract with Teague Nall and Perkins, Inc., in the not-to-exceed amount of $300,050 (Ordinance 18-283). RECOMMENDATION Award Amendment No. 2 with Teague Nall and Perkins, Inc., for additional engineering and landscape design for various City of Denton parking lots, in the not-to-exceed amount $84,050, for a total amended contract amount of $457,050. PRINCIPAL PLACE OF BUSINESS Teague Nall and Perkins, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval. FISCAL INFORMATION These services will be funded from Multi Parking Lot Replacement account 100235444. Purchase Order #185641 has been entered into the Purchasing software system. The budgeted amount for this item is $84,050. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Contract, Original Ordinance, and Amendment Exhibit 3: Ordinance and Amendment Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Larry Chan, 940-349-7755. Legal point of contact: Mack Reinwand at 940-349-8333. DocuSign Envelope ID: B2804B6D-2D5D-453B-ACBA-61034A845D6E 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: B2804B6D-2D5D-453B-ACBA-61034A845D6E SECOND AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND TEAGUE NALL AND PERKINS, INC. CONTRACT 6581 THE STATE OF TEXAS § COUNTY OF DENTON § THIS SECOND AMENDMENT TO CONTRACT 6581 (by and between the City of Denton, and Teague Nall and Perkins, Inc. Consultant); to that certain contract executed on May 8, 2018, in the original not-to- exceed amount of $300,05November 20, 2018 in the additional amount of $72,950 aggregating a not-to-exceed amount of $373,000 (the (collectively, the Original Agreement and the First Amendment are to parking lot design; 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 $84,050 with this Amendment for an aggregate not-to-exceed of $457,050. FURTHERMORE, 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 ovenants, 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. attached hereto and incorporated herein for all purposes, for professional services related to the parking lot design, are hereby authorized to be performed by Consultant. For and in consideration of the additional services to be performed by Consultant, the Ato this Amendment a total fee, including reimbursement for non-labor expenses an amount not to exceed $84,050. 2. This Amendment modifies the Agreement amount to provide an additional $84,050 for the additional services with a revised aggregate not to exceed total of $457,050. 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. Page 1 of 2 DocuSign Envelope ID: B2804B6D-2D5D-453B-ACBA-61034A845D6E IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment electronically, by and through their respective duly authorized representatives and officers on this date _________________________. CITY OF DENTON, TEXAS TEAGUE NALL AND PERKINS, INC. A Texas Municipal Corporation By: ___________________________ By: TODD HILEMAN, CITY MANAGER _________________________________ ATTEST: AUTHORIZED SIGNATURE, TITLE ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: By: 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 Page 2 of 2 DocuSign Envelope ID: B2804B6D-2D5D-453B-ACBA-61034A845D6E www.tnpinc.com FyijcjuB engineers surveyors landscape architects AMENDMENT No. 2 TO PROFESSIONAL SERVICES AGREEMENT ADDITIONAL SERVICES Parking Lot Design Contract 6581 TNP No. DEN18196 This amendment is necessary to modify the scope of the work to include several additional services needed for completion of the work. Specifically, these additional services include: Service Center – Fencing and Landscaping The City of Denton has requested the design and construction document preparation of approximately 3100 linear feet of solid fencing and associated landscaping for the west, south, and east boundaries of the Service Center property as depicted on the attached Exhibit 1. The work includes an 8’ high masonry column and wood panel solid fencing, landscaping, and irrigation for the west and east boundaries of the Service Center property and solid fencing on the south boundary adjacent to the existing landscaping. New landscaping on the south boundary line is not included. The Project also includes a motorized rolling gate with key pad control for the east entrance to the Service Center. Any geotechnical evaluation required will be included under the original contract Geotechnical Services. The following services are proposed for this work: 1.Solid Fencing, Landscape, and Irrigation Design and Bid Document Preparation -Conceptual Design -30 Percent Design and Preliminary Construction Cost Estimate -90 Percent Design, Technical Specifications, Bid Proposal, and Construction Cost Estimate -100 Percent Plans, Bid Documents, and Construction Cost Estimate 2.Topographic survey of an approximate 25’ wide strip along the alignment of the proposed fencing and associated boundary work. 3.Right of Entry for Survey Work as needed Service Center - Floodplain Study In order to adequately evaluate possible parking layout options at the Service Center, it is necessary to identify the existing floodplain of Tributary PEC-13 of Pecan Creek as it traverses the Service Center. It is currently mapped by FEMA as a Zone A floodplain, meaning it has not been studied in detail. Much of this tributary has been previously modeled by Dale Hoelting of DEH Consulting, LTD for design of downstream culverts. However, the Service Center campus itself was not a part of the delineation completed in those earlier efforts. We have added DEH Consulting to our project team to update those original models based on new data, including our topo of the Service Center site, and delineate the limits of the floodplain across the site (both 25-year and 100-year will be delineated). In addition, we will work with DEH Consulting to evaluate and model up to three reclamation scenarios to see if there is a way to reclaim additional land for more optimal use. The impacts of the various reclamation scenarios will be evaluated, including water surface elevations and floodplain delineations, flow velocities and valley storage. No construction plans for any of the alternates will be prepared, and no CLOMR or LOMR or other FEMA submittals are a part of the scope of the work. Based on the results of the floodplain study, we will update the Service Center Parking Plan to reflect the existing floodplain limits and any feasible reclamation options. Fort Worth 5237 N. Riverside Drive, Suite 100 Fort Worth, Texas 76137817.336.5773 Allen 825 Watters Creek Boulevard, Suite M300Allen, Texas 75013214.461.9867 Denton 3200 S. IH 35E, Suite 1129Denton, Texas 76210940.383.4177 Registered by the TBPLS 10011600 Fort Worth 10194381 Allen 10011601 Denton | Registered by the TBPE Firm No. F-230 DocuSign Envelope ID: B2804B6D-2D5D-453B-ACBA-61034A845D6E Denton Parking Lot Design Revised Amendment No. 2 July 10, 2019 Page 2of 3 Denia Parking Lot – Retaining Wall During the design of the Denia parking lot, it was requested by City staff that we replace the existing railroad tie retaining wall with a modular block wall. This task is for the design of that wall, including a geometric layout, wall profile and necessary details. Denia/City Hall East/Civic Center Repackaging Originally, it was intended that the Denia and City Hall East projects would be packaged together for bidding, and the plans and specifications were prepared for that procedure. However, it has now been determined that it will be more advantageous that City Hall East will be bid separately, and Denia will be packaged with the Civic Center parking lot. This portion of the amendment is for the effort needed to revise the packaging, changing sheet numbers, cover sheets, dividing specs, etc. to accomplish this repackaging. City Hall East Lighting Plans Originally this task was intended to consist of replacing the high mast street lights along Railroad Street with the shorter pedestrian lighting on the concrete poles in order to better blend with the surrounding lighting along East Hickory and at the transit center. Because of the uncertainty of the desired type of light poles, the plans will be scaled back to just show conduit and pull boxes sufficient to replace the lights at a later date. McKinney Street Parking Lot Modifications The original scope of work for this parking lot assumed surface drainage from the site, since the availability of downstream drainage improvements was not known. Though the downstream drainage facilities are still not known, we will proceed with parking lot design that includes pervious pavement at the southeast corner of the parking lot, with underdrains to convey the water to Oak Street. Prior to construction, provisions will need to be made to connect those underdrains to a storm drain system downstream. This amendment does not include design of off- site storm drain. In addition, in the course of meetings with City staff as we began conceptual layouts of the parking lot, it was suggested that abandoning Oakland Street could eliminate a traffic conflict at the intersection of McKinney and Oakland. The mid-block signaled pedestrian crossing already impacts vehicular access to Oakland, and adding another driveway to this parking lot compounds that conflict. The conceptual plans will be revised to show options for abandoning the Oakland Street paving, providing access to the business along Oakland, and creating a small public landscaped area at the south end of Oakland Street. DocuSign Envelope ID: B2804B6D-2D5D-453B-ACBA-61034A845D6E Denton Parking Lot Design Revised Amendment No. 2 July 10, 2019 Page 3of 3 Amendment No. 2 (The following are fixed fees except as noted) Solid Fencing, Landscape, and Irrigation Design and Bid Document Preparation (Fixed Fee) $ 29,300 Topographic Survey (Fixed Fee) $ 13,000 Right of Entry for Survey Work (Time & Materials) $ 3,750 (25 @ $ 150/EA) Service Center Floodplain Study $ 13,300 Denia Retaining Wall $ 5,800 Denia/City Hall East Repackaging $ 2,000 City Hall East Lighting Plans $ 3,200 McKinney Street Parking Lot Modifications $ 6,500 McKinney Street Landscape Modifications $ 2,200 Third Party Cost Estimates (total of four) (Time & Materials) $ 5,000 Total Amendment No. 2 $ 84,050 Summary of Amended Contract Original Contract Fee $ 300,050 Amendment No. 1 $ 72,950 Amendment No. 2 $ 84,050 Amended Contract Total $ 457,050 City of Denton Teague Nall and Perkins, Inc. Gary L. Vickery, P.E. July 10, 2019 Date Date DocuSign Envelope ID: B2804B6D-2D5D-453B-ACBA-61034A845D6E FYIJCJU2 {ĻƩǝźĭĻ /ĻƓƷĻƩ tĻƩźƒĻƷĻƩ LƒƦƩƚǝĻƒĻƓƷƭ /ƚƓĭĻƦǒƷǒğƌ 5ĻƭźŭƓ 34 Certificate Of Completion Envelope Id: B2804B6D2D5D453BACBA61034A845D6EStatus: Sent Subject: Please DocuSign: City Council Contract 6581 Amendment 2 Source Envelope: Document Pages: 7Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 1Lori Hewell AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)lori.hewell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Lori HewellLocation: DocuSign 7/30/2019 12:52:01 PM lori.hewell@cityofdenton.com Signer EventsSignatureTimestamp Lori HewellSent: 7/30/2019 1:07:01 PM Completed lori.hewell@cityofdenton.comViewed: 7/30/2019 1:07:11 PM Purchasing ManagerSigned: 7/30/2019 1:08:18 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori HewellSent: 7/30/2019 1:08:20 PM lori.hewell@cityofdenton.comViewed: 7/30/2019 1:08:44 PM Purchasing ManagerSigned: 7/30/2019 1:08:51 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 7/30/2019 1:08:53 PM mack.reinwand@cityofdenton.comViewed: 8/2/2019 1:56:58 PM City of DentonSigned: 8/26/2019 9:54:57 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Gary L VickerySent: 8/26/2019 9:55:00 AM gvickery@tnpinc.comViewed: 8/26/2019 10:14:50 AM PrincipalSigned: 8/26/2019 10:15:16 AM Teague Nall and Perkins, Inc. Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 137.27.172.226 (None) Electronic Record and Signature Disclosure: Accepted: 8/26/2019 10:14:50 AM ID: 0201a020-63cb-4c59-b5af-7d975fa10895 Signer EventsSignatureTimestamp Sara HensleySent: 8/26/2019 10:15:18 AM sara.hensley@cityofdenton.comViewed: 8/26/2019 11:24:45 AM Sara HensleySigned: 8/26/2019 11:56:02 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 8/26/2019 11:24:45 AM ID: 8fe1fd37-4609-4caa-902e-696ae7b129f0 Cheyenne DefeeSent: 8/26/2019 11:56:05 AM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 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 EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Cheyenne DefeeSent: 7/30/2019 1:08:20 PM cheyenne.defee@cityofdenton.com Paralegal City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 7/30/2019 1:08:20 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Carbon Copy EventsStatusTimestamp 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 Christian Garcia christian.garcia@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted8/26/2019 11:56:05 AM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure FMFDUSPOJD!SFDPSE!BOE!TJHOBUVSF!EJTDMPTVSF! 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J!dbo!qsjou!po!qbqfs!uif!ejtdmptvsf!ps!tbwf!ps!tfoe!uif!ejtdmptvsf!up!b!qmbdf!xifsf!J!dbo qsjou!ju-!gps!gvuvsf!sfgfsfodf!boe!bddftt<!boe ! Voujm!ps!vomftt!J!opujgz!Djuz!pg!Efoupo!bt!eftdsjcfe!bcpwf-!J!dpotfou!up!sfdfjwf!gspn fydmvtjwfmz!uispvhi!fmfduspojd!nfbot!bmm!opujdft-!ejtdmptvsft-!bvuipsj{bujpot- bdlopxmfehfnfout-!boe!puifs!epdvnfout!uibu!bsf!sfrvjsfe!up!cf!qspwjefe!ps!nbef bwbjmbcmf!up!nf!cz!!Djuz!pg!Efoupo!evsjoh!uif!dpvstf!pg!nz!sfmbujpotijq!xjui!zpv/ ! City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2197,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteacontractwithWhirlixDesign,Inc.fortheConstructionofQuakertownPark PlaygroundfortheParksandRecreationDepartment;providingfortheexpenditureoffundstherefor;and providinganeffectivedate(RFP7041-awardedtoWhirlixDesign,Inc.inthenot-to-exceedamountof $100,000). City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 24, 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 Whirlix Design, Inc. for the Construction of Quakertown Park Playground for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7041 awarded to Whirlix Design, Inc. in the not-to- exceed amount of $100,000). RFP INFORMATION /BACKGROUND In 2018, the Parks and Recreation Department received a Community Development Block Grant for the replacement of the Quakertown Park Playground. Requests for Proposals was sent to 94 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. Six (6) proposals were received and one (1) proposal meeting specifications was evaluated based upon published criteria including price, compliance to specifications,probable performance, value, and schedule. The reasons for disqualification ranges from the lack of a supplemental warranty being included within the proposal, providing no shade within the design, or lack of impact mats under swings and slides. Based upon this evaluation, Whirlix Design, Inc. was ranked the highest and determined to be the best value for the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On October 16, 2018, Council approved the Quakertown Playground Project as part of the Substantial Amendment to the 2018 Action Plan for Housing and Community Development (Ordinance 18-1567). RECOMMENDATION Award a contract with Whirlix Design, Inc. for the Construction of Quakertown Park Playground, in the not-to-exceed amount of $100,000. PRINCIPAL PLACE OF BUSINESS Whirlix Design, Inc. Richardson, TX ESTIMATED SCHEDULE OF PROJECT This contract will be started upon approval with a completion date by February 28, 2020. FISCAL INFORMATION These services will be funded from Parks and Recreation Department Construction account #400259444.1360.40100. The budgeted amount for this item is $100,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Gary Packan, 940-349-7460. Legal point of contact: Mack Reinwand at 940-349-8333. DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN WHIRLIX DESIGN, INC. (RFP 7041) THISCONTRACT is made and entered into this date , by and between Whirlix Design, Inc. a Texas Corporation, whose address is 1761 International Pkwy, Suite 125, Richardson, TX 75081, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Home-Rule City, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and the 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 Contractor shall provide construction services in accordance with the City’s RFP #7041- Quakertown Playground Construction, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as “Exhibit B”. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit “A”); (b)City of Denton Request for Proposal # 7041 (Exhibit “B” on file at Office of Purchasing Agent) (c)General Provisions-Standard Terms and Conditions (Exhibit “C”); (d)Payment and Performance Bond Requirements (Exhibit “D”); (e)Insurance Requirements (Exhibit “E”); (f)Certificate of Interested Parties Electronic Filing (Exhibit “F”); (g)Contractor’s Proposal(Exhibit “G"); (h)Form CIQ – Conflict of Interest Questionnaire (Exhibit "H") 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 this written Contract, and then to the Contract documents in the sequential order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” 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. 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. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 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 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. IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day first above written. CONTRACTOR THIS AGREEMENT HAS BEEN BOTH BY: ______________________________ REVIEWED AND APPROVED as to AUTHORIZED SIGNATURE financial and operational obligations and business terms. Date: _______________________________ Printed Name: ________________________ _______________ ________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ TITLE ___________________________________ PHONE NUMBER __________________________________ DEPARTMENT ___________________________________ EMAIL ADDRESS 2019-534745 APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION AARON LEAL, CITY ATTORNEY CERTIFICATE NUMBER By: _________________________________ ATTEST: CITY OF DENTON, TEXAS ROSA RIOS, CITY SECRETARY A Texas Municipal Corporation By: _________________________________ By: _________________________________ TODD HILEMAN CITY MANAGER Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E EXHIBIT A SPECIAL TERMS AND CONDITIONS Total Contract Amount The Contract total for services shall not exceed $100,000. Pricing shall be per Exhibit G attached. Contract Term It is the intention of the City of Denton to award a contract for construction of the project as described in the drawings and specifications. Materials and services undertaken pursuant to this solicitation will be required to commence within fourteen (14) days of delivery of a Notice to Proceed, after receipt of bonds. Project shall be complete by February 28, 2020. DELIVERY: This timeline is flexible, within reason. 4-6 weeks is the standard time of delivery but we realized that if it’s a busy season, like spring, it may take a few weeks longer. If your projected delivery time is more than the 4-6 weeks requested by the Scope of Work, please provide this information in the schedule/timeline submittal. Special Notice and Additional Requirement(s): 1.Parks & Recreation has an area at the Municipal Service Center, located at 901 Texas St., where you may offload and store the equipment. Contractor will be responsible for hauling equipment from storage area to project location City of Denton Duties and Responsibilities: 1. The Parks and Recreation Department staff is scheduled to remove the existing structures Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E EXHIBIT C GENERAL PROVISIONS- TERMS AND CONDITIONS FOR FACILITY CONSTRUCTION SERVICES Invoices, Payments, and Releases 1.INVOICES AND PAYMENT PROCESSING: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty (30) days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The thirty (30) day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever date is later. Direct deposit for payments: Prime Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasing.com. Invoices: Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299 with a copy to the attention of Jennifer Tyler, City of Parks and Recreation Department, 901 Texas Street, Denton, TX 76209. The copy may also be emailed to Ms. Tyler at jennifer.tyler@cityofdenton.com. 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. Invoices for partial payments on construction projects should normally be presented for payment within the first five (5) days of the month, and submitted on the Pay Application Form. 2. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Prime Contractor performing work under this Contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller’s ruling #95-0.07 and #95-0.09. 3. PAYMENTS TO CONTRACTORS: Upon presentation of valid invoices, which should be within the first week of each month, the Owner shall make partial payments to the Prime Contractor for construction accomplished during the preceding calendar month on the basis of completed construction certified to by the Prime Contractor and approved by the Owner and Architect/Engineer solely for the purposes of payment. Provided, however, that such approval shall not be deemed approval of the workmanship or materials. Only ninety-five percent (95%) of each payment request approved during the construction of the project shall be paid by the Owner to the Prime Contractor prior to completion of the Project. Upon the approval by the Owner of the Prime Contractor’s "Final Invoice for Payment” showing the total cost of the construction performed, the Owner shall make payment to the Prime Contractor of all amounts to which the Prime Contractor shall be entitled there under which shall not have been paid: Provided, however, that such final Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E payment shall be made not later than ninety (90) days after the date of completion of construction of the Project, as specified in the Final Invoice for Payment, unless withheld because of the fault of the Prime Contractor. A.The Prime Contractor shall be paid on the basis of the percentage of the work actually completed for each construction item. The total amount paid for periodic billings shall not exceed the maximum Contract price for the construction of the project as set forth in the Contract, unless such excess shall have been approved in writing by the Purchasing Agent as part of a change order. B.No payment shall be due while the Prime Contractor is in default in respect of any of the provisions of this Contract, and the Owner may withhold from the Prime Contractor the amount of any claim by any third party against either the Prime Contractor or the Owner based upon an alleged failure of the Prime Contractor to perform the work hereunder in accordance with the provisions of this Contract. This includes, without limitation, the alleged failure of the Prime Contractor to make payments to subcontractors. 4. RELEASE OF LIENS AND CERTIFICATE OF CONTRACTOR: Upon award of the Contract, the Prime Contractor shall inform the Owner of the subcontractors and material sources that will be used. Upon the completion by the Prime Contractor of the construction of the Project, but prior to final payment to the Prime Contractor, the Prime Contractor shall deliver to the Owner releases of all liens, and of rights to claim any lien, from all manufacturers, materialmen and subcontractors furnishing services or materials for the Project, to the effect that all materials or services used on or for the Project have been paid for and indicating that the Owner is fully released from all such claims. 5. PAYMENTS TO MATERIALMEN AND SUBCONTRACTORS: The Prime Contractor shall pay each materialman, and each subcontractor, if any, not later than five (5) days after receipt of any payment from the Owner, the amount thereof allowed the Contractor for and on account of materials furnished or construction performed by each materialman or each subcontractor. 6. REMEDIES: A. Completion of Prime Contractor’s Default If default shall be made by the Prime Contractor or by any subcontractor in the performance of any of the terms of this proposal, the Owner, without in any manner limiting its legal and equitable remedies in the circumstances, may serve upon the Prime Contractor and the Surety or Sureties upon the Prime Contractor's bond or bonds a written notice requiring the Prime Contractor to cause such default to be corrected forthwith. Unless within twenty (20) days after the service of such notice upon the Prime Contractor such default shall be corrected or arrangements for the correction thereof satisfactory to the Owner and/or Architect/Engineer shall be made by the Prime Contractor or its Surety or Sureties, the Owner may take over the construction of the Project and prosecute the same to completion by Contract or otherwise for the account and at the expense of the Prime Contractor, and the Prime Contractor and its Surety or Sureties shall be liable to the Owner for any cost or expense in excess of the Contract price occasioned thereby. In such event the Owner may take possession of and utilize, in completing the construction of the project, any materials, tools, supplies, equipment, appliances, and plant belonging to the Prime Contractor or any Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E of its subcontractors, which may be situated at the site of the Project. The Owner in such contingency may exercise any rights, claims or demands which the Prime Contractor may have against third persons in connection with this Contract and for such purpose the Prime Contractor does hereby assign, transfer and set over unto the Owner all such rights claims and demands. B. Liquidated Damages The time of the completion of construction of the project is of the essence of the contract. Should the Contractor neglect, refuse or fail to complete the construction within the time herein agreed upon, after giving effect to extensions of time, if any, herein provided, then, in that event and in view of the difficulty of estimating with exactness damages caused by such delay, the City shall have the right to deduct from and retain out of such money which may be then due or which may become due and payable to the Contractor the sum of FIFTY DOLLARS ($50.00) per day for each and every day, including weekends, that such construction is delayed on its completion beyond the specified time, as liquidated damages and not as a penalty; if the amount due and to become due from the City to the Contractor is insufficient to pay in full any such liquidated damages, the Contractor shall pay to the City the amount necessary to effect such payment in full: Provided, however, that the City shall promptly notify the Contractor in writing of the manner in which the amount retained, deducted or claimed as liquidated damages was computed. C. Cumulative Remedies Every right or remedy herein conferred upon or reserved to the Owner shall be cumulative, shall be in addition to every right and remedy now or hereafter existing at law or in equity or by statute, and the pursuit of any right or remedy shall not be construed as an election. Provided, however, that the provisions of the REMEDIESSECTION shall be the exclusive measure of damages for failure by the Prime Contractor to complete the construction of the Project within the time herein agreed upon. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E CITY OF DENTON GENERAL CONDITIONS FOR CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS GENERAL DEFINITIONS 1.1 The following definitions apply throughout these General Conditions and to the other Contract Documents: a) THE CONTRACT DOCUMENTS The Contract Documents consist of the formal Building Construction Services Agreement between the Owner and the Prime Contractor, these General Conditions and other supplementary conditions included by special provisions or addenda, drawings, specifications, addenda issued prior to execution of the Contract, other documents listed in the Contract, and Amendments issued after execution of the Contract. For purposes of these General Conditions, an Amendment is: (1)a written Supplemental Agreement to the Contract signed by authorized representatives of both parties; (2)a Change Order, including Change Orders signed only by the Owner as described in Subparagraph 7.1(b) and Subparagraph 7.1(e); or (3)a written order for a minor change in the Work issued by the Architect/Engineer as described in Paragraph 7.3. The Contract Documents also include bid documents such as the Owner’s Instructions to Bidders, sample forms, the Prime Contractor's Bid Proposal and portions of addenda relating to any of these documents, and any other documents, exhibits or attachments specifically enumerated in the Building Construction Services Agreement, but specifically exclude geotechnical and subsurface reports that the Owner may have provided to the Prime Contractor. b) THE CONTRACT The Contract Documents, as defined in Paragraph 1.1, are expressly incorporated into and made a part of the formal Building Construction Services Agreement between the Owner and the Prime Contractor by reference in this Paragraph and Paragraph 1.1 (which documents are sometimes also referred to collectively in these General Conditions as the “Contract”). The Contract Documents represent the entire and integrated agreement between the Owner and the Prime Contractor and supersede all prior negotiations, representations or agreements, either written or oral. The terms and conditions of the Contract Documents may be changed only by an Amendment. The Contract Documents shall not be construed to create a contractual relationship of any kind: Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (1)between the Architect/Engineer and Prime Contractor; (2)between the Owner and a Subcontractor or -subcontractor; or (3)between any persons or entities other than the Owner and Prime Contractor. The Architect/Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract Documents intended to facilitate performance of the Architect/Engineer’s duties. c) THE WORK The term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all labor, materials, equipment, and services provided or to be provided by the Prime Contractor, or any Subcontractors, Sub-subcontractors, material suppliers, or any other entity for whom the Prime Contractor is responsible, to fulfill the Prime Contractor’s obligations. The Work may constitute the whole or a part of the Project. d) THE PROJECT The Project is the total construction more particularly described in the Building Construction Services Agreement, of which the Work performed under the Contract Documents may be the whole or a part of the Project and which may include construction by the Owner or by separate contractors. All references in these General Conditions to or concerning the Work or the site of the Work will use the term “Project,” notwithstanding that the Work may only be a part of the Project. e) THE DRAWINGS The Drawings (also known as the “Plans”) are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. f) THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work, performance of related services, and other technical requirements. g) THE PROJECT MANUAL The Project Manual is the volume or volumes which contain the bidding requirements, sample forms, General Conditions for Building Construction, special provisions, and Specifications. The Project Manual may be modified by written addendums issued by the Owner during bidding, in which case the written addendums become a part of the Project Manual upon their issuance, unless otherwise indicated by the Owner in writing. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E h) ALTERNATE An Alternate is a variation in the Work on which the Owner requires a price separate from the City Building General Conditions Base Bid. If an Alternate is accepted by the Owner, the variation will become a part of the Contract through the execution of a change order or amendment to the Contract and the Base Bid will be adjusted to include the amount quoted. If an alternate is accepted by the Owner, and later deleted prior to any Work under the alternate being performed or materials delivered to the Project site, the Owner will be entitled to a credit in the full value of the alternate as priced in the Prime Contractor’s Bid. i) BASE BID The Base Bid is the price quoted for the Work before Alternates are considered. j) HAZARDOUS SUBSTANCE The term Hazardous Substance is defined to include the following: (1)any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non-friable; (2)any polychlorinated biphenyls (“PCBs”), or PCB-containing materials, or fluids; (3)radon; (4)any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or gaseous waste; (5)any pollutant or contaminant (including but not limited to petroleum, petroleum hydrocarbons, petroleum products, crude oil or any fractions thereof, any oil or gas exploration or production waste, any natural gas, synthetic gas or any mixture thereof, lead, or other toxic metals) which in its condition, concentration or area of release could have a significant effect on human health, the environment, or natural resources; (6)any substance that, whether by its nature or its use, is subject to regulation or requires environmental investigation, monitoring, or remediation under any federal, state, or local environmental laws, rules, or regulations; (7)any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I) (including those defined by Section 9001(1) of the 1984 Hazardous and Solid Waste Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled with any substance; and (8) any other hazardous material, hazardous waste, hazardous substance, solid waste, and toxic substance as those or similar terms are defined under any federal, state, or local environmental laws, rules, or regulations. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E k) OTHER DEFINITIONS As used in the Contract Documents, the following additional terms have the following meanings: (1)“provide” means to furnish, install, fabricate, deliver and erect, including all services, materials, appurtenances and other expenses to complete in place, ready for operation or use; (2)“shall” means the action of the party to which reference is being made is mandatory; (3)“as required” means as prescribed in the Contract Documents; and (4)“as necessary” means all action essential or needed to complete the work in accordance with the Contract Documents and applicable laws, ordinances, construction codes, and regulations. 1.2 EXECUTION, CORRELATION AND INTENT (a)The Building Construction Services Agreement shall be signed by duly authorized representatives of the Owner and Prime Contractor as provided in the Agreement. (b)Execution of the Building Construction Services Agreement by the Prime Contractor is a representation that the Prime Contractor has visited the site, has become familiar with local conditions, including but not limited to subsurface conditions, under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. (c)The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Prime Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Prime Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. (d)Organization of the Specifications into divisions, sections, and articles, and arrangement of Drawings shall not control the Prime Contractor in dividing the Work among Subcontractor(s) or in establishing the extent of Work to be performed by any trade. (e)Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. (f)The Drawings and Specifications are intended to agree with one another, and Work called for by Drawings and not mentioned in Specifications, or vice versa, shall be furnished as if set forth by both. Specifications shall govern materials, methods and quality of work. In the event of a conflict on the Drawings between scale and dimension, figured dimensions Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E shall govern over scale dimensions and large scale drawings shall govern over small scale drawings. Conflict between two or more dimensions applying to a common point shall be referred to the Architect/Engineer/Engineer for final adjustment. If discrepancies or conflicts occur within or between the Drawings and Specifications regarding the Work, or within or between other Contract Documents, the Prime Contractor shall not perform such Work without having obtained a clarification from the Architect/Engineer and resolution by the Owner. The Owner's decision as to the appropriate resolution of a conflict or discrepancy shall be final. Should the Drawings or the Specifications disagree within themselves or with each other; the Base Bid will be based on the most expensive combination of quality and quantity of Work indicated. (g)Deviations from Contract Documents shall be made only after written approval is obtained from Architect/Engineer and Owner, as provided in Article 7. (h)The intention of the Contract Documents is to include all materials, labor, tools, equipment, utilities, appliances, accessories, services, transportation, and supervision required to completely perform the fabrication, erection and execution of the Work in its final position. (i)The most recently issued Drawing or Specification takes precedence over previous issues of the same Drawing or Specification. In the event of a conflict, the order of precedence of interpretation of the Contract Documents is as follows: (1)Amendments (see Paragraph 7.2 for order of precedence between Amendments); (2)the Building Construction Services Agreement; (3)addenda, with those addenda of later date having precedence over those of an earlier date; (4)the Supplementary General Conditions and Special Provisions, if any; (5)the General Conditions for Building Construction; (6)0the Specifications and Drawings. 1.3OWNERSHIP AND USE OF ARCHITECT/ENGINEER’S DRAWINGS, SPECIFICATIONS ANDOTHER DOCUMENTS All Drawings, Specifications, and copies thereof furnished by the Architect/Engineer are and shall remain the property of the Owner and are, with the exception of the Contract set for each party, to be returned to the Owner upon request at the completion of the Work. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 1.3 CAPITALIZATION Terms capitalized in these General Conditions include those which are: (1)specifically defined in these General Conditions (except the terms defined in Subparagraph 1.1(j), which terms are of common grammatical usage and are not normally capitalized); (2)the titles of numbered articles and identified references to Paragraphs, Subparagraphs, and Clauses; (3)the titles of other documents published or used by the Owner as manuals or official policy statements; or (4)proper nouns or other words required under standard grammatical rules to be capitalized. ARTICLE 2 - THE OWNER 2.1 DEFINITION OF OWNER The Owner is the City of Denton, a Texas municipal corporation, and is identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term “Owner”means the Owner or the Owner’s authorized representatives. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER (a)The Owner shall furnish the most recent survey describing the physical characteristics, legal limits, utility locations, and a permanent benchmark for the site of the Project. The Owner shall also furnish any environmental site assessments that may have been given to the Owner or conducted for the property upon which the Project is to be constructed. THIS INFORMATION IS FURNISHED TO THE PRIME CONTRACTOR ONLY IN ORDER TO MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER PURPOSE. BY FURNISHING THIS MATERIAL, THE OWNER DOES NOT REPRESENT, WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN WHOLE, IN PART, IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY, AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERIAL. (b)Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner shall secure and pay for necessary approvals, easements, assessments, and charges required for construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. (c)Information or services under the Owner’s control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Work. It is incumbent upon the Prime Contractor to identify, establish, and maintain a current schedule of latest dates for submittal and approval, as required in Paragraph 3.10, including when such information or services must be delivered. If Owner delivers the information or services to the Prime Contractor as scheduled and Prime Contractor is not prepared to accept or act on such information or services, then Prime Contractor shall reimburse Owner for all extra costs incurred of holding, storage, or retention, including redeliveries by the Owner to comply with the current schedule. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (d)Unless otherwise provided in the Contract Documents, the Prime Contractor will be furnished electronic copies of the Drawings and Specifications for bid purposes and one hard copy approved by Building Inspections upon execution of the Contract. Prime Contractor may obtain additional copies by paying the cost of additional printing or reproduction. (e)The obligations described above are in addition to other duties and responsibilities of the Owner enumerated in the Contract Documents and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion), and Article 11 (Insurance and Bonds). (f)The Owner shall forward all instructions to the Prime Contractor through the Architect/Engineer, except for the Owner's Notice to Proceed and the Owner’s decision to carry out Work as described in Paragraph 2.4. (g)The Owner’s employees, agents, and consultants may be present at the Project site during performance of the Work to assist the Architect/Engineer in the performance of the Architect/Engineer’s duties and to verify the Prime Contractor’s record of the number of workmen employed on the Work, their occupational classification, the time each is engaged in the Work, the equipment used in the performance of the Work, and for purpose of verification of Prime Contractor’s Applications for Payment. 2.3 OWNER’S RIGHT TO STOP THE WORK If the Prime Contractor fails to correct any portion of the Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or refuses or fails to carry out all or any part of the Work in accordance with the Contract Documents, the Owner, by written order, may order the Prime Contractor to stop the Work, or any portion of the Work, until the cause for the order has been eliminated. The right of the Owner however, to stop the Work shall not create or imply a duty on the part of the Owner to exercise this right for the benefit of the Prime Contractor or any other person or entity. The rights of the Owner under this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner’s rights under Paragraph 12.2. 2.4 OWNER’S RIGHT TO CARRY OUT THE WORK If the Prime Contractor fails or refuses to carry out the Work or perform any of the terms, covenants, or obligations of the Contract Documents, and fails or refuses to correct any failure or refusal with diligence and promptness within fourteen (14) days after receipt of written notice from the Owner, the Owner may correct the Prime Contractor’s failure or refusal or cause such failure or refusal to be corrected, without affecting, superseding, or waiving any other contractual, legal, or equitable remedies the Owner has, including but not limited to the Owner’s termination rights under Article 13. In that case, an appropriate Change Order will be issued deducting the Owner's cost of correction, including Architect/Engineer's compensation for additional services and expenses made necessary by the failure or refusal of the Prime Contractor from payments then or thereafter due to the Prime Contractor. The cost of correction is subject to verification (but not approval) by the Architect/Engineer. If payments then or thereafter due the Prime Contractor are not sufficient to cover the cost of correction, the Prime Contractor shall pay the difference to the Owner. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 2.5 NOTICE TO PROCEED After final execution of the Contract and receipt and approval of the required performance and payment bonds and evidence of required insurance, the Owner will issue a written Notice to Proceed with the Work, including the designated Contract Time within which Substantial Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a written Notice to Proceed through no fault of the Prime Contractor, the Prime Contractor shall be entitled only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the requirements of Paragraph 4.3; but the Prime Contractor shall not be entitled to any increase to the Contract Sum whatsoever for this reason. ARTICLE 3 - THE CONTRACTOR 3.1 DEFINITION OF CONTRACTOR The Prime Contractor is the person or business entity identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term “PrimeContractor” means the Prime Contractor or the Prime Contractor’s authorized employees or representatives. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (a)The Prime Contractor shall carefully check, study, and compare the Contract Documents with each other and shall at once report to the Architect/Engineer in writing any inconsistency, ambiguity, error, omission, conflict, or discrepancy the Prime Contractor may discover. The Prime Contractor shall also verify all dimensions, field measurements, and field conditions before laying out the Work. The Prime Contractor will be held responsible for any subsequent error, omission, conflict, or discrepancy which might have been avoided by the above-described check, study, comparison, and reporting. In the event the Prime Contractor continues to work on an item where an inconsistency, ambiguity, error, omission, conflict, or discrepancy exists without obtaining such clarification or resolution or commences an item of the Work without giving written notice of an error, omission, conflict, or discrepancy that might have been avoided by the check, study, and comparison required above, it shall be deemed that the Prime Contractor bid and intended to execute the more stringent, higher quality, or state of the art requirement, or accepted the condition “as is” in the Contract Documents, without any increase to the Contract Sum or Contract Time. The Prime Contractor shall also be responsible to correct any failure of component parts to coordinate or fit properly into final position as a result of Prime Contractor's failure to give notice of and obtain a clarification or resolution of any error, omission, conflict, or discrepancy, without any right to any increase to the Contract Sum or Contract Time. (b)The Prime Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES (a)The Prime Contractor shall supervise and direct the Work, using the Prime Contractor’s best skill and attention. The Prime Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work, unless the Contract Documents set forth specific instructions concerning these matters. (b)The Prime Contractor shall be responsible to the Owner for the acts and omissions of the PrimeContractor’s employees, Subcontractors, Sub-subcontractors, and their respective agents and employees, and any other persons performing portions of the Work under a subcontract with the Prime Contractor, or with any Subcontractor, and all other persons or entities for which the Prime Contractor is legally responsible. All labor shall be performed by mechanics that are trained and skilled in their respective trades. Standards of work required throughout shall be of a quality that will bring only first class results. Mechanics whose work is unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise objectionable shall be dismissed promptly from the Work and immediately replaced with competent, skilled personnel. Any part of the Work adversely affected by the acts or omissions of incompetent, unskilled, careless, or objectionable personnel shall be immediately corrected by the Prime Contractor. (c)The Prime Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer’s administration of the Contract, or by tests, inspections, or approvals required or performed by persons other than the Prime Contractor. (d)The Prime Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. The Prime Contractor's responsibility under this paragraph will not in any way eliminate the Architect/Engineer's responsibility to the Owner under the Architect/Engineer/Owner Agreement. (e)Any Prime Contractor, Subcontractor, Sub-subcontractor, or separate contractor who commences Work over, in, or under any surface prepared by the Owner or by any other contractor, subcontractor, sub-subcontractor or any separate contractor, without the Prime Contractor having given written notice to the Architect/Engineer of the existence of any faulty surface or condition in the surface that prevents achieving the quality of workmanship specified by the Contract Documents and without having obtained the prior approval of the Architect/Engineer and the Owner to proceed is deemed to have accepted the surface or condition in the surface as satisfactory at the commencement of such Work. Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in the surface that was not pre-approved by the Architect/Engineer or the Owner after notice as provided above may be rejected and replacement required, without any increase to the Contract Sum or Contract Time. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (f)All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing basis by the Prime Contractor. The Prime Contractor is solely responsible for any errors made in establishing or maintaining proper grades, lines, levels, or benchmarks. Contractor shall verify all grades, lines, levels, and dimensions as indicated on Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to Architect/Engineer before commencing any Work affected by these conditions. Contractor shall establish and safeguard benchmarks in at least two widely separated places and, as Work progresses, establish benchmarks at each level and lay out partitions on rough floor in exact locations as guides to all trades. The Contractor shall, from the permanent benchmark provided by the Owner, establish and maintain adequate horizontal and vertical control. 3.4 LABOR AND MATERIALS (a)Except as is otherwise specifically provided in the Contract Documents as being the responsibility of the Owner, the Prime Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (b)The Prime Contractor shall enforce strict discipline and good order among the Prime Contractor’s employees and all other persons carrying out the Contract. The Prime Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (c)The Prime Contractor shall give preference, when qualified labor is available to perform the Work to which the employment relates, to all labor hired for the Project in the following order: (1)residents of the City of Denton, Texas; (2)residents of the County of Denton, Texas; 3.5 WARRANTY (a)General Warranty. The Contractor warrants to the Owner that all Work shall be accomplished in a good and workmanlike manner and that all materials and equipment furnished under the Contract will be of good quality, new (unless otherwise specified), and free from faults or defects, and that the Work will otherwise conform to the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, will be considered defective or nonconforming. The Contractor’s warranty excludes any remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect/Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The commencement date, duration, and other conditions related to the scope of this general warranty are established in Subparagraphs Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE-EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF TWO (2) YEARS AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK; OR, IF A LATENT DEFECT IS DISCOVERED WITHIN TWO YEARS OF SUBSTATIONAL COMPLETION OF THE ENTIRE WORK. (b)Special Warranties. The Contractor shall assign to the Owner in writing, as a condition precedent to final payment, the terms and conditions of all special warranties required under the Contract Documents. 3.6 TAXES The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 3.7 PERMITS, FEES AND NOTICES (a)The Architect/Engineer will apply and arrange for the issuance of the City of Denton Building Permit. The Prime Contractor and Subcontractors will apply and arrange for the issuance of all other required permits, and will not be required to pay a fee for any City of Denton permits required for the Project. The Owner will pay all service extension charges, including tap fees, assessed by the Water Utilities Department. (b)The Prime Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of governmental entities or agencies applying to performance of the Work. (c)Except as provided in Subparagraph (d) below, it is not the Prime Contractor’s responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and regulations. However, if the Prime Contractor observes that portions of the Contract Documents are at variance with applicable laws, ordinances, construction codes, rules or regulations, the Prime Contractor shall promptly notify the Architect/Engineer and the Owner in writing, and necessary changes shall be accomplished by appropriate Amendment. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (d)If the Prime Contractor performs Work knowing it to be contrary to laws, ordinances, construction codes, or rules and regulations without notifying the Architect/Engineer and the Owner, the Prime Contractor shall assume full responsibility for the Work and shall bear the attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. 3.8 ALLOWANCES (a)The Prime Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for the amounts identified in the Contract and by persons or entities as the Owner may direct, but the Prime Contractor shall not be required to employ persons or entities against which the Prime Contractor makes reasonable objection. (b)Unless otherwise provided in the Contract Documents: (1)materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work; (2)the amount of each allowance shall cover the cost to the Prime Contractor of materials and equipment delivered at the site less all exempted taxes and applicable trade discounts; (3)the amount of each allowance includes the Prime Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance Work; (4)whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect: (i) the difference between actual costs and the allowances under Clause (b) (2); and (ii) changes in Contractor’s costs under Clause (b) (3); (5)the Owner retains the right to review and approve Subcontractors selected by the Prime Contractor to perform work activities covered by allowances. 3.9 SUPERINTENDENT The Prime Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project Site during performance of the Work. The superintendent shall represent the Prime Contractor, and communications given to the superintendent shall be as binding as if given to the Prime Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The Owner reserves the right to request that the Prime Contractor replace its superintendent at any time and the Prime Contractor will replace said superintendent at the Owner’s direction. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 3.10 PRIME CONTRACTOR’S CONSTRUCTION SCHEDULES (a)The Prime Contractor shall, immediately after award of the Contract and before submittal of the first Application for Payment, prepare and submit the construction schedule for the Architect/Engineer's and Owner's information, review, and approval in accordance with the following provisions: (1) Unless otherwise approved in writing by the Owner, the construction schedule shall not exceed the Contract Time limits currently in effect under the Contract Documents and shall provide for expeditious and practicable execution of the Work. (2) The construction schedule shall include all shop drawing and submittal data requirements, indicating for each: (i) the latest date to be submitted by the Prime Contractor; and (ii) the latest date for approval by the Architect/Engineer. (3) The construction schedule shall be in the form of a critical path management schedule, and shall indicate each critical task (the “predecessor”) of all the major construction activities of the Work in a logical and sequential order (the “project network”) which requires completion prior to commencement of the task next following (the “successor”). Each task shall be identified with: (i) actual work time, exclusive of slack time, for accomplishment; (ii) the latest start date; (iii) the latest finish date; (iv) the amount of float associated with each task; (v) the amount of labor, material, and equipment associated with each task; and (vi) the percentage of completion as of the date of the current schedule. (4) The construction schedule shall be revised and updated monthly to reflect the actual status of the Work and shall be submitted with each Application for Payment. (5) On or before the first day of each month, following the date of commencement of the Work as stated in the notice to proceed, the Prime Contractor shall prepare and submit to the Architect/Engineer and the Owner an up-to-date status report of the progress of the various construction phases of the Work in the form of an updated construction schedule. This status report shall consist of a time scale drawing indicating actual progress of the various phases of the Work and the percentage of completion of the entire Work. The original construction schedule shall be updated or changed to indicate any adjustments to the Contract Time granted by the Owner. The updated schedule must be submitted with the Prime Contractor’s Application for Payment. No such application will be certified without a satisfactory update to the construction schedule. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (6) The construction schedule will also be revised to show the effect of change orders and other events on Contract Time. No request for an increase in Contract Time will be considered unless it is accompanied by a schedule revision demonstrating the amount of time related to the cause of the request. If the Contractor’s status schedules reflect that the Prime Contractor has fallen behind the pace required to complete the Work within the Contract Time, through no fault of the Owner, the Prime Contractor shall prepare a recovery schedule demonstrating how it intends to bring its progress back within the Contract Time. This recovery schedule shall be in a form acceptable to the Owner. (7) Costs incurred by the Prime Contractor in preparing and maintaining the required construction schedule, any updated schedule, and any recovery schedule required by the Owner will not be paid as an additional or extra cost and shall be included in the Contract Sum. (8) The Contract Sum is deemed to be based upon a construction schedule requiring the full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE ALLOWED AS A RESULT OF THE PRIME CONTRACTOR BASING HIS BID ON AN EARLY COMPLETION SCHEDULE, OR AS A RESULT OF DELAYS AND COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE PLANNED EARLY COMPLETION DATE. (b)The Prime Contractor shall also prepare and keep current, for the Architect/Engineer’s approval, a schedule of submittals which is coordinated with the Prime Contractor’s construction schedule and allows the Architect/Engineer reasonable time to review submittals. (c)The Prime Contractor shall conform to the most recent schedules approved as to form by the Architect/Engineer and the Owner. Any subsequent revisions made by the Prime Contractor to schedules in effect shall conform to the provisions of Subparagraph 3.10(a) (d)If the Work falls behind the approved construction schedule, the Prime Contractor shall take such steps as may be necessary to improve his progress, and the Architect/Engineer and the Owner may require him to increase the number of shifts, overtime operations, days of work, or the amount of construction plant, and to submit for approval revised schedules in the form required above in order to demonstrate the manner in which the agreed rate of progress will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE The Contractor shall maintain at the Project site for the Owner one record copy of the Drawings, Specifications, addenda, and Amendments in good order and marked currently to record changes and selections made during construction, and in addition shall maintain at the Project site approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer for submittal to the Owner upon completion of the Work. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES (a)Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, materialmen, manufacturer(s), supplier(s), or distributor(s) to illustrate some portion of the Work. (b)Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (c)Samples are physical examples which illustrate materials, equipment, or workmanship and establish standards by which the Work will be judged. (d)Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect/Engineer is subject to the limitations of Paragraph 4.2. (e)The Prime Contractor shall review, approve and submit to the Architect/Engineer Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner, or of separate contractors. Submittals made by the Prime Contractor which are not required by the Contract Documents may be returned without action. (f)The Prime Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples, or similar submittals until the respective submittal has been approved by the Architect/Engineer. Work requiring this submittal and review shall be in accordance with approved submittals and any identified exceptions noted by the Architect/Engineer. (g)By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Prime Contractor represents that the Prime Contractor has determined and verified materials, field measurements, and related field construction criteria, or will do so, and has checked and coordinated the information contained within submittals with the requirements of the Work and of the Contract Documents. The Prime Contractor's attention is directed to Paragraph 3.2 of these General Conditions and the requirements stated in that Paragraph. (h)The Prime Contractor shall not be relieved of responsibility for deviations, substitutions, changes, additions, deletions or omissions from requirements of the Contract Documents by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples, or similar submittals unless the Prime Contractor has specifically informed the Architect/Engineer in writing of such substitutions, changes, additions, deletions, omissions, or deviations involved in the submittal at the time of submittal and the Architect/Engineer, subject to a formal Change Order signed by the Owner, Architect/Engineer and Prime Contractor, has given written approval to the specific substitutions, changes, additions, deletions, omissions, or deviations. The Prime Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Architect/Engineer's approval thereof. Further, notwithstanding any approval of a submittal by the Architect/Engineer, the Prime Contractor shall be responsible for all associated Project costs, including costs of coordination’s, modifications, or impacts, direct Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E or indirect, resulting from any and all substitutions, changes, additions, deletions, omissions, or deviations, whether or not specifically identified by the Prime Contractor to the Architect/Engineer at the time of the above-mentioned submittals, including additional consulting fees, if any, in any and all accommodations associated with such substitutions, changes, additions, deletions, omissions, or deviations to the requirements of the Contract Documents. (i)The Prime Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to additional revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such written notice, the Architect/Engineer’s approval of a resubmission shall not apply to the additional revisions not requested. (j)Informational submittals upon which the Architect/Engineer is not expected to take responsive action may be so identified in the Contract Documents. (k)When professional certification of performance criteria of materials, systems, or equipment is required by the Contract Documents, the Architect/Engineer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.13 USE OF THE PROJECT SITE The Prime Contractor shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the Project site with materials or equipment. 3.14 CUTTING AND PATCHING (a)The Prime Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. (b)The Prime Contractor shall not damage or endanger a portion of the Work or any fully or partially completed construction of the Owner or separate contractors by cutting, patching, or otherwise altering the construction, or by excavating. The Prime Contractor shall not cut or otherwise alter the construction by the Owner or a separate contractor except with the written consent of the Owner and of the separate contractor; consent shall not be unreasonably withheld. The Prime Contractor shall not unreasonably withhold from the Owner or a separate contractor the Prime Contractor’s consent to cutting or otherwise altering the Work. (c)A“Hot Work Permit”must be obtained from the City of Denton’s Facilities Management Department, 869 S. Woodrow Lane, Denton, Texas (940 349-7200) for any temporary operation involving open flames or producing heat and/or sparks. This includes, but is not limited to: Brazing, Cutting, Grinding, Soldering, Torch Applied Roofing and Welding. 3.15 CLEANING UP (a)The Prime Contractor shall keep the Project site and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. Upon the completion of the Work the Prime Contractor shall remove from and about the Project site all waste materials, and rubbish, and all of the Prime Contractor’s tools, construction equipment, machinery, and surplus materials. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (b)If the Prime Contractor fails to clean up as provided in the Contract Documents, the Owner may, at Owner’s option, clean up the Project site, and the Owner’s cost of cleaning up shall be charged to the Contractor. 3.16 ACCESS TO WORK The Prime Contractor shall provide the Owner and the Architect/Engineer access to the Work in preparation and progress wherever located during the course of construction. 3.17 TESTS AND INSPECTIONS (a)Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations, or orders of governmental entities or agencies having jurisdiction over the Work shall be made at appropriate times. Unless otherwise provided, the Prime Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appropriate governmental entity or agency, and the Prime Contractor shall bear all related costs of tests, inspections, and approvals. The Prime Contractor shall give the Architect/Engineer timely notice of when and where tests and inspections are to be made so the Architect/Engineer may observe such procedures. The Owner shall bear costs of tests, inspections, or approvals which become requirements after bids or proposals are received. (b)If the Architect/Engineer, the Owner or other public authorities having jurisdiction over the Work determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 3.17(a), the Architect/Engineer will, upon written authorization from the Owner, instruct the Prime Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Prime Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c). (c)If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconformities in the Work, the Prime Contractor shall bear all costs made necessary to correct the deficiencies or nonconformities, including those of repeated procedures and compensation for the Architect/Engineer’s services and expenses, if any. The Prime Contractor shall bear the costs of any subsequent testing, inspection, or approval of the corrected Work. (d)Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Prime Contractor and promptly delivered to the Architect/Engineer. (e)If the Architect/Engineer is to observe tests, inspections or approvals required by the Contract Documents, the Architect/Engineer will do so promptly and, where practicable, at the normal place of testing or inspection. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (f)Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 3.18 ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. CONTRACTOR SHALL COMPLETELY DEFEND, INDEMNIFY AND HOLD OWNER AND ARCHITECT/ENGINEER HARMLESS FROM ANY AND ALL LIABILITIES, SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF WHETHER OR NOT THE OWNER OR THE ARCHITECT/ENGINEER SPECIFIED A PARTICULAR DESIGN, PROCESS OR PRODUCT IN THE CONTRACT DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT INFRINGEMENT OR OTHERWISE ACTIVELY INDUCED OR CONTRIBUTED TO THE PATENT INFRINGEMENT. In the event the Prime Contractor has reason to believe that a particular design, process or product specified infringes a patent, the Prime Contractor shall immediately notify the Owner and the Architect/Engineer of same. 3.19 INDEMNIFICATION (a)THE PRIME CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE ARCHITECT/ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS, LIABILITIES, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE PRIME CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR SUB-SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE PRIME CONTRACTOR IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, OR OF THE ARCHITECT/ENGINEER, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER, AND THE ARCHITECT/ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE OWNER UNDER TEXAS LAW, AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER THIRD PERSON OR ENTITY. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (b)In claims against any person or entity indemnified under this Paragraph 3.19 by an employee of the Prime Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Prime Contractor or any Subcontractor, under workers compensation acts, disability benefit acts or other employee benefit acts. (c)Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Architect/Engineer pursuant to State or Federal laws or regulations relating to pollution of the environment and State or Federal laws or regulations relating to the occupational safety and health of workers. The Prime Contractor specifically agrees to comply with the above- mentioned laws and regulations in the performance of the Work by the Prime Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Architect/Engineer under the above-mentioned laws and regulations are secondary to those of the Prime Contractor. ARTICLE 4 - CONTRACT ADMINISTRATION 4.1 THE DESIGN PROFESSIONAL (ARCHITECT/ENGINEER) (a)The design professional is the person lawfully licensed to practice architecture or engineering or a firm or other business entity lawfully practicing architecture/engineering identified as such in the formal Building Construction Services Agreement and is referred to throughout the Contract Documents as if singular in number. The term “Architect/Engineer” means the Architect/Engineer or the Architect/Engineer’s authorized representative. The Owner may, at its option, designate a qualified Owner representative to serve as the Architect/Engineer on the Project instead of an outside firm or person. In such event, the references in these General Conditions that refer to the Architect/Engineer shall apply to the Owner-designated Architect/Engineer representative and the Owner- designated Architect/Engineer representative shall be accorded that same status by the Prime Contractor. (b)In the event the Architect/Engineer is an outside person or firm and the Architect/Engineer's employment is terminated, the Owner may, at its option, contract with a new outside Architect/Engineer to replace the former, or may designate a qualified Owner representative to serve as the Architect/Engineer. The replacement Architect/Engineer, whether an Owner representative, an independent Architect/Engineer or any other qualified person or entity, shall be regarded as the Architect/Engineer for all purposes under the Contract Documents and shall be accorded that same status by the Prime Contractor. Any dispute in connection with such appointment shall be reviewed and settled by the Owner, whose decision shall be final and binding. (c)Owner reserves the right to appoint a representative empowered to act for the Owner during the Construction Phase and to supersede the Architect/Engineer’s Construction Phase responsibility. Similarly, from time to time the Owner may expand or reduce the Owner’s delegation of powers to the Architect/Engineer, with the Owner notifying the Prime Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E Contractor of any such changes. The Architect/Engineer shall not be construed as a third party beneficiary to the Contract and can in no way object to any expansion or reduction of powers as set forth in this Subparagraph (c). In no event, however, shall the Owner have control over charge of, or be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions or programs in connection with the Work since these are solely the Contractor’s responsibility. The Owner will not be responsible for the Prime Contractor’s failure to carry out the Work in accordance with the Contract Documents. The Owner will not have control over or charge of and will not be responsible for acts or omissions of Prime Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.2 ARCHITECT/ENGINEER’S RESPONSIBILITIES DURING CONSTRUCTION (a)The Architect/Engineer will administer the Contract as described in the Contract Documents and in accordance with the terms of the Architect/Engineer's agreement with the Owner, where applicable, subject to the direction and approval of the Owner. If requested by the Prime Contractor, the provisions of the Owner/Architect/Engineer Agreement will be made available to the Prime Contractor. (b)The Architect/Engineer shall provide, during performance of the Work, adequate and competent periodic on-site construction observation, periodically visiting the Project site to the extent necessary to personally familiarize themselves with the progress and quality of the Work, and to determine if the Work is proceeding in accordance with the Contract Documents. The Architect/Engineer shall not, however, be required to make continuous on-site inspections to check the Work. Field reports of each visit shall be prepared by the Architect/Engineer and submitted to the Owner. The Architect/Engineer shall employ all reasonable measures to safeguard the Owner against defects and nonconformities in the Work. The Architect/Engineer shall not be responsible for the construction means, methods, techniques, sequences of procedures, nor for the safety precautions and programs employed in connection with the Work. The Architect/Engineer will, however, immediately inform the Owner whenever defects or nonconformities in the Work are observed, or when any observed actions or omissions are undertaken by the Prime Contractor or any Subcontractor which are not in the best interests of the Owner or the Project. (c)The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Prime Contractor’s responsibility as provided in Paragraph 4.3. The Architect/Engineer and the Owner will not be responsible for the Prime Contractor’s failure to carry out the Work in accordance with the Contract Documents. The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for acts or omissions of the Prime Contractor, Subcontractors, Sub-subcontractors, or their respective agents or employees, or of any other persons performing portions of the Work for which the Prime Contractor is responsible. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (d)Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Prime Contractor shall endeavor to communicate through the Architect/Engineer. Communications by and with the Architect/Engineer’s consultants shall be through the Architect/Engineer. Communications by and with Subcontractors and material suppliers shall be through the Prime Contractor. Communications by and with separate contractors will be through the Owner. The Prime Contractor shall provide written confirmation of communications made directly with the Owner and provide copies of such confirmation to the Architect/Engineer. (e)Based on the Architect/Engineer’s observations and evaluations of the Prime Contractor’s Applications for Payment, the Architect/Engineer will review and certify the amounts due the Prime Contractor and will issue Certificates for Payment in such amounts. (f)The Architect/Engineer and the Owner will each have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect/Engineer considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect/Engineer will have authority to require additional inspection or testing of the Work in accordance with Subparagraphs 3.17(b) and 3.17(c), whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect/Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to any duty or responsibility of the Architect/Engineer to the Prime Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing portions of the Work. (g)The Architect/Engineer will review and approve or take other appropriate action upon the PrimeContractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect/Engineer’s action will be taken with such reasonable promptness as to not delay the Work or the activities of the Owner, Contractor, or separate contractors. 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, all of which remain the responsibility of the Prime Contractor as required by the Contract Documents. The Architect/Engineer’s review of the Prime Contractor’s submittals shall not relieve the Prime Contractor of any obligations under Paragraphs 3.3, 3.5, and 3.12. The Architect/Engineer’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated in writing by the Architect/Engineer, of any construction means, methods, techniques, sequences, or procedures. The Architect/Engineer’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. (h)The Architect/Engineer will prepare Change Orders and may authorize minor changes in the Work as provided in Paragraph 7.3. (i)The Architect/Engineer will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner for the Owner’s review and records written warranties and related documents Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E required by the Contract and assembled by the Prime Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. (j)If the Owner and Architect/Engineer agree, the Architect/Engineer will provide one or more Project representatives to assist in carrying out the Architect/Engineer’s responsibilities at the site. The duties, responsibilities, and limitations of authority of such Project representatives shall be as set forth in an exhibit to be incorporated into the Contract Documents. (k)The Architect/Engineer will interpret and make recommendations to the Owner concerning performance under and requirements of the Contract Documents upon written request of either the Owner or Contractor. The Architect/Engineer’s response to such requests will be made with reasonable promptness and within any time limits agreed upon. The Architect/Engineer shall secure the Owner’s written approval before issuing instructions, interpretations, or judgments to the Prime Contractor which change the scope of the Work or which modify or change the terms and conditions of any of the Contract Documents. (l)Interpretations and decisions of the Architect/Engineer will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of Drawings. When making such interpretations and decisions, the Architect/Engineer will endeavor to secure faithful performance by the Prime Contractor. (m)The Architect/Engineer’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents; provided that the Architect/Engineer has the prior written approval of the Owner. 4.3 CLAIMS AND DISPUTES (a)Definition; General Notice of Claim Procedure. As used in these General Conditions, a “Claim” means a demand or assertion by one of the parties to the Contract seeking an adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract Time, or some other relief in respect to the terms of the Contract Documents. The term also includes all other disputes between the Owner and the Contractor arising out of or relating to the Project or the Contract Documents, including but not limited to claims that work was outside the scope of the Contract Documents. The responsibility to substantiate the Claim and the burden of demonstrating compliance with this provision shall rest with the party making the Claim. Except where otherwise provided in the Contract Documents, a Claim by the Prime Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, WITHOUT EXCEPTION, MUST BE MADE BY WRITTEN NOTICE TO THE ARCHITECT/ENGINEER AND TO THE OWNER WITHIN FOURTEEN (14) DAYS IMMEDIATELY AFTER OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Prime Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, shall be signed and sworn to by an authorized corporate officer (if not a corporation, then an official of the company authorized to bind the Prime Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E Contractor by his signature) of the Prime Contractor, verifying the truth and accuracy of the Claim. THE PRIME CONTRACTOR SHALL BE CONCLUSIVELY DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE PROCEDURES AND TIME LIMITS SET OUT IN THIS PARAGRAPH. (b)Referral to the Architect/Engineer. Claims, disputes, and other matters in question between the Prime Contractor and the Owner relating to the progress or execution of the Work or the interpretation of the Contract Documents shall be referred to the Architect/Engineer for recommendation to the Owner, which recommendation the Architect/Engineer will furnish in writing within a reasonable time, provided proper and adequate substantiation has been received. Failure of the Prime Contractor to submit the Claim to the Architect/Engineer for rendering of a recommendation to the Owner shall constitute a waiver of the Claim. (c)Continuing Contract Performance. Pending final resolution of a claim the Prime Contractor shall proceed diligently with performance of the Work and the Owner shall continue to make payments in accordance with the Contract Documents. (d)Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time associated with concealed or unknown conditions will normally be considered or allowed; provided, however, that the Contract Sum or Time may be adjusted by the Owner in such circumstances only if: (1)a concealed subsurface condition is encountered in the course of performance of the Work; (2)a concealed or unknown condition in an existing structure is at variance with conditions indicated by the Contract Documents; or (3)an unknown physical condition is encountered below the surface of the ground or in an existing structure which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4)a notice of claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditions; and (5)the Owner and the Architect/Engineer determine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the portion of the Project site where the condition was discovered; and (ii) the work caused or required by the concealed or unknown condition at issue can be considered extra work to the extent that additional new Drawings must be prepared and issued and new construction beyond the scope of the Contract Documents is required. (e)Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE ARCHITECT/ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE PRIME CONTRACTOR AT THE PRIME CONTRACTOR’S OWN RISK. THE Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E OWNER AND THE ARCHITECT/ENGINEER DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN IN THE PROJECT SITE INFORMATION AND REPORTS. (f)Claims for Additional Cost. If the Prime Contractor wishes to make a claim for an increase in the Contract Sum, written notice as provided in this Paragraph 4.3 shall be given before proceeding to execute the Work. Prior notice is not required for claims relating to an emergency endangering life or property arising under Paragraph 10.3. In addition, the Prime Contractor's request for an increase in the Contract Sum for any reason (other than work performed under emergency conditions) shall be made far enough in advance of required work to allow the Owner and the Architect/Engineer a sufficient amount of time, without adversely affecting the construction schedule, to review the request, prepare and distribute such additional documents as may be necessary to obtain suitable estimates or proposals and to negotiate, execute and distribute a Change Order for the required work if the Prime Contractor believes that additional cost is involved for reasons including but not limited to: (1)a written interpretation from the Architect/Engineer; (2)a written order for a minor change in the Work issued by the Architect/Engineer; (3)failure of payment by the Owner; (4)termination of the Contract by the Owner; (5)the Owner’s temporary suspension of all or any portion of the Work where the Prime Contractor was not at fault; or (6)other reasonable grounds. (g)Injury or Damage to Person or Property. If the Prime Contractor suffers injury or damages to person or property because of an act or omission of the Owner, or of any of the Owner's officers, employees or agents, written, sworn-to notice of any claim for damages or injury shall be given as provided in Subparagraph 4.3(a). The notice shall provide sufficient detail to enable the Architect/Engineer and the Owner to investigate the matter. (h)Subcontractor Pass-Through Claims. In the event that any Subcontractor of the Prime Contractor asserts a claim to the Prime Contractor, that the Prime Contractor seeks to pass through to the Owner under the Contract Documents, any entitlement of the Prime Contractor to submit and assert the claim against the Owner shall be subject to: (1)the requirements of Paragraph 4.3 of these General Conditions; and (2)the following additional three requirements listed below, all three of which additional requirements shall be conditions precedent to the entitlement of the Prime Contractor to seek and assert such claim against the Owner: Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (ii) The Prime Contractor shall either (A) have direct legal liability as a matter of contract, common law, or statutory law to the Subcontractor for the claim that the Subcontractor is asserting or (B) the Prime Contractor shall have entered into a written liquidating agreement with the Subcontractor, under which agreement the Prime Contractor has agreed to be legally responsible to the Subcontractor for pursuing the assertion of such claim against the Owner under the Contract and for paying to the Subcontractor any amount that may be recovered, less Prime Contractor’s included markup (subject to the limits in the Contract Documents for any markup). The liability or responsibilities shall be identified in writing by the Prime Contractor to the Owner at the time such claim is submitted to Owner, and a copy of any liquidating agreement shall be included by the Prime Contractor in the claim submittal materials. (ii) The Prime Contractor shall have reviewed the claim of the Subcontractor prior to its submittal to Owner and shall have independently evaluated such claim in good faith to determine the extent to which the claim is believed in good faith to be valid. The Prime Contractor shall also certify, in writing and under oath to the Owner, at the time of the submittal of such claim, that the Prime Contractor has made a review, evaluation, and determination that the claim is made in good faith and is believed by the Contractor to be valid. (iii) The Subcontractor making the claim to the Prime Contractor shall certify in writing and under oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid. A copy of the certification by the Subcontractor shall be included by Prime Contractor in the claim submittal materials made by Contractor to the Owner... (3)Any failure of the Prime Contractor to comply with any of the foregoing requirements and conditions precedent with regard to any such claim shall constitute a waiver of any entitlement to submit or pursue such claim against Owner. (4)Receipt and review of a claim by the Owner under this Subparagraph shall not be construed as a waiver of any defenses to the claim available to the Owner under the Contract Documents or by applicable law. (i) Owner’s Right to Order Acceleration and to Deny Claimed and Appropriate Time Extensions, in Whole or in Part. The Prime Contractor acknowledges and agrees that Substantial Completion of the Work by or before the Scheduled Completion Date is of substantial importance to Owner. The following provisions, therefore, will apply: (1)If the Prime Contractor falls behind the approved construction schedule for whatever reason, the Owner shall have the right, in the Owner’s sole discretion, to order the Prime Contractor to develop a recovery schedule as described in Paragraph 3.10 or to accelerate its progress in such a manner as to achieve Substantial Completion on or before the Contract Time completion date or such other date as the Owner may reasonably direct and, upon receipt, the Prime Contractor shall take all action necessary to comply with the order. In such event, any possible right, if any, of the Prime Contractor to additional compensation for any acceleration shall be subject to the terms of this Subparagraph (i). Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (2)In the event that the Prime Contractor is otherwise entitled to an extension of Contract Time and has properly initiated a Claim for a time extension in accordance with Subparagraph 4.3(a) above, the Owner shall have the right, in the Owner’s sole discretion, to deny all, or any part, of the Claim for extension of Contract Time by giving written notice to the Prime Contractor provided within fourteen (14) days after receipt of the Prime Contractor's Claim. If the Owner denies the Prime Contractor's claim for an extension of Contract Time under this Clause (i)(2), either in whole or in part, the Prime Contractor shall proceed to prosecute the Work in such a manner as to achieve Substantial Completion on or before the then existing Scheduled Completion Date. (3)If the Prime Contractor would have been entitled to a time extension for a reason specifically allowed under the Contract Documents, for an amount of time that would have justified approval by the Owner if not for the need and right to accelerate, the Prime Contractor may initiate a Claim for acceleration costs pursuant to Subparagraph 4.3(a). Any resulting Claim for acceleration costs properly initiated by the Prime Contractor under Subparagraph 4.3(a) above shall be limited to those reasonable and documented direct costs of labor, materials, equipment, and supervision solely and directly attributable to the actual acceleration activity necessary to bring the Work back within the then existing approved construction schedule. These direct costs include the premium portion of overtime pay, additional crew, shift, or equipment costs if requested in advance by the Contractor and approved in writing by the Owner. A percentage markup for the prorated cost of premium on the existing performance and payment bonds and required insurance; provided however, not to exceed five (5%) per cent, will be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be liable for any costs related to an acceleration claim other than those described in this Clause (i) (3). (i)Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver of claims by the Owner except those arising from: (1)claims, security interests, purported liens, or other attempted encumbrances arising out of the Contract and remaining unsettled; (2)defective or nonconforming Work appearing after Substantial Completion; (3)latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion; or (4)the terms of general and special warranties required by the Contract Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY’S FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT DOCUMENTS OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (l)No Waiver of Governmental Immunity. NOTHING IN THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO WAIVE THE OWNER’S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY APPLICABLE STATE LAW. ARTICLE 5 - SUBCONTRACTORS 5.1 DEFINITIONS OF SUBCONTRACTOR (a)A Subcontractor is person or entity who has a direct Contract with the Prime Contractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Prime Contractor by purchase or lease for use in performance of or incorporation into the Work. The term “Subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term “Subcontractor” does not include a separate contractor or subcontractors of a separate contractor. (b)A Sub-subcontractor is a person or entity who has a direct or indirect Contract with a Subcontractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Subcontractor or another Sub-subcontractor by purchase or lease for use in performance of or incorporation into the Work. The term “Sub-subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Sub- subcontractor or an authorized representative of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK (a)Immediately after the award of the Contract by the Owner, and before the Building Construction Services Agreement is signed by the Prime Contractor and the Owner, the Prime Contractor shall furnish to the Architect/Engineer in writing, for acceptance by the Owner and the Architect/Engineer, a list of the names, addresses, telephone numbers, M/WBE certification numbers (where applicable), and type of work of the Subcontractors (including those who are to furnish materials or equipment fabricated to a special design), proposed for the principal portions of the Work, including furnishings when made a part of the Contract. The Prime Contractor shall immediately notify the Owner in writing of any changes in the list as they occur. The Architect/Engineer will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect/Engineer, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect/Engineer to reply promptly shall constitute notice of no reasonable objection. (b)The Prime Contractor shall not Contract with a proposed person or entity to whom the Owner or Architect/Engineer has made reasonable and timely objection. (c)Architect/Engineer's and Owner's approval of or objection to any Subcontractor or of a particular process or material will not relieve the Prime Contractor of his responsibility for performance of Work as called for under the Contract Documents, and shall not provide a Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E basis for any claim for additional time or money on the part of the Prime Contractor. Approval shall not be construed to create any contractual relationship between the Subcontractor and either the Owner or Architect/Engineer. In no event shall the Contract Sum be increased as a result of the rejection of any Subcontractor. (d)The Prime Contractor shall not change a Subcontractor previously selected if the Owner or Architect/Engineer makes reasonable objection to such change. 5.3 SUBCONTRACTUAL RELATIONS (a)By appropriate agreement, written where legally required for validity, the Prime Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Prime Contractor by the terms of the Contract Documents (including but not limited to these General Conditions), and to assume toward the Prime Contractor all the obligations and responsibilities which the Prime Contractor, by the Contract Documents, assumes toward the Owner and the Architect/Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect/Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Architect/Engineer. Where appropriate, the Prime Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Prime Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub-subcontractors. (b)The Prime Contractor is solely responsible for making payments properly to the Prime Contractor’s Subcontractors on the Project. During performance of the Work, the Prime Contractor shall comply with the following additional rules regarding Subcontractor payments: (1)The Prime Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment. The Report shall show all payments made to date by the Prime Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. As an alternative to the Report, the Prime Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid by Subcontractor during the previous progress payment period for work or materials furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION FOR PAYMENT. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (2)If, for any reason, the Prime Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Prime Contractor shall note the amount withheld and further note that the payment is in dispute. The Owner may, in its sole discretion, require the Prime Contractor to document and verify the dispute or other problem in question. (3)The Owner reserves the right in its sole discretion, to withhold payment to the Prime Contractor pursuant to Paragraph 9.5(a) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Prime Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Prime Contractor has otherwise failed to make payments properly to any Subcontractor. (4)THE PRIME CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE OWNER OR THE ARCHITECT/ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY, A THIRD-PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE PRIME CONTRACTOR. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of a termination of this Contract by the Owner under Article 14, the Prime Contractor shall, if requested in writing by the Owner, within fifteen (15) days after the date notice of termination is sent, deliver and assign to Owner, or any person or entity acting on the Owner's behalf, any or all subcontracts made by Prime Contractor in the performance of the Work, and deliver to the Owner true and correct originals and copies of the subcontract documents. In the event assignment is not requested by the Owner, Prime Contractor shall terminate all subcontracts to the extent that Owner has not directed assignment of same and to the extent that they relate to the performance of Work terminated by the notice of termination. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E ARTICLE 6 - CONSTRUCTION BY THE OWNER/ SEPARATE CONTRACTORS 6.1 OWNER’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS (a)The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to insurance and waiver of subrogation. If the Prime Contractor claims that delay or additional cost is involved because of such action by the Owner, the Prime Contractor shall make a claim as provided elsewhere in, and in accordance with the Contract Documents. (b)When separate Contracts are awarded for different portions of the Project or other construction or operations on the Project site, the term “Contractor” in the Contract Documents in each case shall mean the Contractor who executes each separate Building Construction Services Agreement with the Owner. (c)The Owner shall provide for coordination of the activities of the Owner’s own forces and of each separate contractor with the Work of the Prime Contractor, who shall cooperate with them. The Prime Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Prime Contractor shall, with the approval of the Owner, make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Prime Contractor, separate contractors, and the Owner until subsequently revised by mutual agreement or by written Change Order. If the Prime Contractor believes it is entitled to an adjustment of the Contract Sum under the circumstances, the Prime Contractor shall submit a written proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event the Prime Contractor’s Change Order proposal is denied by the Owner, the Prime Contractor must submit any Claim pursuant to Paragraph 4.3 of the General Conditions. (d)Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner’s own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Prime Contractor under these General Conditions, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY (a)The Prime Contractor shall afford the Owner and separate contractors’ reasonable opportunity for access to and storage of their materials and equipment and the performance of their activities and shall coordinate the Prime Contractor’s construction and operations with the separate contractors as required by the Contract Documents. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (b)If part of the Prime Contractor’s Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Prime Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect/Engineer apparent discrepancies or defects in the other construction that would render it unsuitable for proper execution and results. Failure of the Prime Contractor to so report shall constitute an acknowledgment that the Owner’s or separate contractors completed or partially completed construction is fit and proper to receive the Prime Contractor’s Work, except as to defects not then reasonably discoverable. (c)The Owner shall not be liable to the prime Contractor for damages suffered by the Prime Contractor due to the fault or negligence of a separate contractor or through failure of a separate contractor to carry out the directions of the Owner or the Architect/Engineer. Should any interference occur between the Prime Contractor and a separate contractor, the Architect/Engineer or the Owner may furnish the Prime Contractor with written instructions designating priority of effort or change in methods, whereupon the Prime Contractor shall immediately comply with such direction. In such event, the Prime Contractor shall be entitled to an extension of the Contract Time only for unavoidable delays verified by the Architect/Engineer; no increase in the Contract Sum, however, shall be due to the Prime Contractor. (d)The Prime Contractor shall promptly remedy damage wrongfully caused by the Prime Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2(e). (e)Should the Prime Contractor cause damage to the work or property of any separate contractor on the Project, the Prime Contractor shall, upon due notice, settle with the separate contractor by agreement, if the separate contractor will so settle. If the separate contractor sues the Owner or submits a claim on account of any damage alleged to have been so sustained, the Owner shall notify the Prime Contractor who shall defend such proceedings, at the Prime Contractor's sole expense, and if any judgment or award against the Owner arises from the separate contractor’s claim, the Prime Contractor shall fully pay or satisfy it and shall reimburse the Owner for any and all attorney's fees and costs which the Owner has incurred. (f)The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Prime Contractor in Paragraph 3.14. 6.3 OWNER’S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the Project Site and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up, but is not obligated to do so, and Owner shall allocate the cost among those parties responsible, as the Architect/Engineer recommends to be just. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E ARTICLE 7 - AMENDMENTS 7.1 CHANGE ORDERS (a)A Change Order is a written order to the Contractor, signed by the Owner and the Architect/Engineer, issued after execution of the Contract, authorizing a change in the Work, an adjustment in the Contract Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and Contract Time to be adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner’s City Attorney. (b)In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Architect/Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates his agreement with all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor’s agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c)No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the Owner shall not be liable for the cost of extra work or any substitution, change, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other Amendment. The provisions of this Paragraph 7.1 shall control in the event of any inconsistency between such provisions and the other provisions of this Article 7. See Subparagraph 10.3(a) of the General Conditions for Change Orders under emergency conditions. (d)The method of determining the cost or credit to the Owner for any change in the Work shall be one of the following: Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (1)mutual acceptance of a not-to-exceed lump-sum amount properly itemized and supported by sufficient substantiating data to permit evaluation; or (2)unit prices stated in the Contract Documents or subsequently agreed upon; or (3)cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4)the force account method provided in Subparagraph 7.1(e) (e)If the parties cannot agree to one of the methods of calculating cost provided in Clauses (d) (1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree on a final dollar figure; or if the Contractor for whatever reason refuses to sign the Change Order in question; the Contractor, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of the Work involved shall then be calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changes, including a reasonable allowance for overhead and profit, such allowance in any case never to exceed fifteen (15%) per cent. In such case, the Contractor shall keep an itemized accounting of the Work involved, on a daily basis, in such form and with the appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN-TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work are limited to the following: (1)costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and worker’s compensation insurance; (2)costs of materials, supplies and equipment (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; (3)rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4)costs of premiums for all bonds and insurance related to the Work; and (5)additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Architect/Engineer's Certificate of Payment as work is completed. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (f)The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a net decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change. 7.2 SUPPLEMENTAL AGREEMENTS A written Supplemental Agreement can also be used to implement changes in the Work instead of a Change Order form, including but not limited to situations involving partial occupancy of the Work under Paragraph 9.8, a change made to the Drawings or the Specifications without an increase in the Contract Sum, or special circumstances where it is necessary or more appropriate for the Owner to use a Supplemental Agreement. Written Supplemental Agreements shall have a status equal to that of Change Orders for purposes of priority of Contract Documents interpretation, except that to the extent of a conflict, later Supplemental Agreements in time control over earlier Supplemental Agreements, and the latest Change Order or Supplemental Agreement in time controls over earlier dated Change Orders and Supplemental Agreements. The rules of Subparagraphs 7.1(b) through (f) shall also apply to the negotiation and execution of Supplemental Agreements. 7.3 MINOR CHANGES IN THE WORK The Architect/Engineer, after notifying the Owner, shall be authorized to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Minor changes shall be effected by written order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. These written orders shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have no Claim for any minor change ordered to the Work under this Paragraph 7.3 unless the Contractor submits its change proposal, prior to complying with the minor change ordered and in no event later than ten (10) working days from the date the minor change was ordered, to the Owner for approval. 7.4 TIME REQUIRED TO PROCESS AMENDMENTS (a)All of the Contractor’s responses to proposal requests shall be accompanied by a complete, itemized breakdown of costs. Responses to proposal requests shall be submitted sufficiently in advance of the required work to allow the Owner and the Architect/Engineer a minimum of thirty (30) calendar days after receipt by the Architect/Engineer to review the itemized breakdown and to prepare or distribute additional documents as may be necessary. All of the Prime Contractor's responses to proposal requests shall include a statement that the cost described in the response represents the complete, total and final cost and additional Contract Time associated with the extra work, change, addition to, omission, deviation, substitution, or other grounds for seeking extra compensation under the Contract Documents, without reservation or further recourse. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (b)All Amendments require approval by either the City Council or, where authorized by the State law and City ordinance, by the City Manager pursuant to Administrative Action. The approval process requires a minimum of forty-five (45) calendar days after submission to the Owner in final form with all supporting data. Receipt of a submission by Owner does not constitute acceptance or approval of a proposal, nor does it constitute a warranty that the proposal will be authorized by City Council Resolution, Ordinance or Administrative Action. THE TIME REQUIRED FOR THE APPROVAL PROCESS SHALL NOT BE CONSIDERED A DELAY AND NO EXTENSIONS TO THE CONTRACT TIME OR INCREASE IN THE CONTRACT SUM WILL BE CONSIDERED OR GRANTED AS A RESULT OF THIS PROCESS. Pending the approval described above, the Contractor will proceed with the work under a pending Amendment only if directed in writing by the Owner. ARTICLE 8 - CONTRACT TIME 8.1 DEFINITIONS (a)Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. (b)The date of commencement of the Work is the date established in the Notice to Proceed from the Owner. The date of commencement shall not be postponed by the failure of the Prime Contractor, or of persons or entities for whom the Prime Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed, through no fault of the Prime Contractor, the Prime Contractor shall be entitled only to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. (c)The date of Substantial Completion is the date certified by the Architect/Engineer in accordance with Paragraph 9.7. (d)The term “day” as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 8.2 PROGRESS AND COMPLETION (a)Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Building Construction Services Agreement, the Prime Contractor confirms that the Contract Time is a reasonable period for performing the Work. (b)The Prime Contractor shall not knowingly, except by agreement with or instruction of the Owner in writing, prematurely commence operations on the Project site or elsewhere prior to the effective date of insurance to be furnished by the Prime Contractor as required by Article 11. The date of commencement of the Work shall not be changed by the effective date of insurance required by Article 11. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 8.3 DELAYS AND EXTENSIONS OF TIME (a)If the Prime Contractor is delayed at any time in the progress of the Work by an act or neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Prime Contractor’s control, or by delay authorized by the Owner pending a claim, or by other causes which the Architect/Engineer determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect/Engineer and Owner may determine. (b)Claims relating to Contract Time and time extensions shall be made in accordance with the applicable provisions of Paragraph 4.3. (c)No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE PRIME CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a) BEING THE PRIME CONTRACTOR’S SOLE REMEDY. (d)The Owner shall have the right to occupy, without prejudice to the right of either party, any completed or largely completed portions of the structure or Work, notwithstanding the fact that the Contract Time for completing all or a portion of the Work may not have expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken or used. (e)The Prime Contractor shall promptly suspend the Work when either the Prime Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and the Prime Contractor will not be entitled to additional compensation by virtue of any delays resulting from the court order. The Prime Contractor will also not be liable to the Owner for a delay caused in fact by the Work being suspended by a court order. (f)The Architect/Engineer, with the consent of the Owner, shall have the authority to suspend the Work, in whole or in part, for such period or periods as the Architect/Engineer deems necessary due to unusual or severe weather conditions as are considered unfavorable for the suitable prosecution of the Work, or due to failure on the part of the Prime Contractor to correct conditions considered unsafe for workmen or the general public. If it should become necessary to stop the Work for an indefinite period, the Prime Contractor shall store all materials in such a manner that they will not obstruct or impede the public Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E unnecessarily or become damaged in any way, and shall take every precaution to prevent damage or deterioration of the Work performed. In cases of suspension of the Work under this Subparagraph, the Prime Contractor shall also provide suitable drainage about the Work and erect temporary structures where necessary. The Prime Contractor shall not suspend the Work in whole or in part without written authority from the Architect/Engineer or the Owner, and shall resume the Work promptly when notified by the Architect/Engineer or the Owner to resume operations. (g)In the event of a delay that is the responsibility of the Prime Contractor or any of the Subcontractors, for which the Prime Contractor is not entitled to a time extension under the provisions of this Contract, the Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts, or resequencing. This acceleration shall be at no cost to the Owner and will continue until the Contract Time is restored. In the event of a delay for which the Prime Contractor is entitled to a time extension, as determined by the Architect/Engineer, Owner may similarly direct acceleration and the Prime Contractor agrees to perform same on the basis that the Prime Contractor will be reimbursed only to the extent described in Subparagraph 4.3(i). THE PRIME CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR PRODUCTIVITY OR EFFICIENCY. ARTICLE 9 - PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum is stated in the Building Construction Services Agreement and, including authorized adjustments, is the total amount of compensation payable by the Owner to the Prime Contractor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES Before the first Application for Payment, the Prime Contractor shall submit to the Architect/Engineer a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect/Engineer may require. This schedule, when approved by the Architect/Engineer and the Owner, shall be used as a basis for the Prime Contractor's Application for Payment. The schedule of values shall follow the trade division of the Specifications. Prime Contractor's Application for Payment shall be filed on the current version of AIA Form G702 (Application and Certificate for Payment), as approved by the Owner. 9.3 APPLICATIONS FOR PAYMENT (a)At least ten (10) days before the date established for each progress payment, the Prime Contractor shall submit to the Architect/Engineer an itemized Application for Payment for Work completed in accordance with the schedule of values. The Application shall be notarized, if required, and supported by data substantiating the Prime Contractor’s right to payment as the Owner or Architect/Engineer may require, including but not limited to Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E copies of requisitions from Subcontractors and material suppliers, and reflecting the applicable retainage as required in the Contract Documents. Prime Contractor's Application for Payment shall also provide other supporting documentation as the Owner or the other applicable provisions of the Contract Documents may require. (b)Applications for Payment may not include requests for payment of amounts the Prime Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Prime Contractor complies with Clause 5.3(b) (2) of these General Conditions and the PrimeContractor’s Payment Bond Surety consents in writing to payment to the Prime Contractor of the funds deemed to be in dispute. (c)Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred in storage of materials or equipment away from the Project site will NOT be made by Owner unless: (1)the Owner has given prior approval of such off-site storage in writing; (2)the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3)the materials or equipment stored off-site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE PRIME CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. (d)The Prime Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Prime Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims, security interests or encumbrances in favor of the Prime Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. (e)All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an “early delivery.” All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Prime Contractor shall, at Prime Contractor’s expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off-site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Prime Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Prime Contractor's sole expense, and amounts may be Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E withheld from the Prime Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. (f)If the Contract Sum is equal to or less than $25,000, and if performance and payment bonds are not furnished by the Contractor, then no payment applied for will be payable under the Contract until the Work has been finally completed and accepted. 9.4 CERTIFICATES FOR PAYMENT (a)The Architect/Engineer will, within ten (10) days after receipt of the Prime Contractor’s Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Prime Contractor, for such amount as the Architect/Engineer determines is properly due, or notify the Prime Contractor and Owner in writing of the Architect/Engineer’s reasons for withholding certification in whole or in part as provided in: (a)City of Denton “General Conditions for Building Construction.” (b)Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version of AIA Form G702 (Application and Certificate for Payment) as approved by the Owner. (c)The issuance of a Certificate for Payment will constitute a representation by the Architect/Engineer to the Owner, based on the Architect/Engineer’s observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect/Engineer’s knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial and Final Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to Final Completion and to specific qualifications expressed by the Architect/Engineer. The issuance of a Certificate for Payment will further constitute a representation that the PrimeContractor is entitled to payment in the amount certified, subject to the Owner’s approval. The issuance of a Certificate for Payment is not a representation that the Architect/Engineer has: (1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2)reviewed construction means, methods, techniques, sequences or procedures; (3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Prime Contractor’s right to payment; or Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (4)made examination to ascertain how or for what purpose the Prime Contractor has used money previously paid on account of the Contract Sum. (d)Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Prime Contractor within thirty (30) days following Owner’s receipt and approval of the Certificate for Payment certified by the Architect/Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 9.3(c) and the payment will be allowed on the net invoice value, less taxes and applicable retainage. (e)The City is required to withhold five percent (5%) retainage for public works contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is applied by the City for all public works contracts in excess of $50,000. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Architect/Engineer, and final acceptance of the Work by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased by Change Order. (f)No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment for the Work performed will be made upon final completion and acceptance by the Owner of all Work. 9.5 DECISIONS TO WITHHOLD CERTIFICATION (a)The Architect/Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer’s or Owner’s opinion, to protect the Owner from loss because of: (1)defective or nonconforming Work not remedied; (2)third-party claims filed or reasonable evidence indicating probable filing of such claims; Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (3)failure of the Prime Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4)reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5)damage to the Owner or another contractor; (6)reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; (7)persistent failure to carry out the Work in accordance with the Contract Documents; or (8)mathematical or other errors that are discovered in the Application for Payment. (b)When all of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court. 9.6 PROGRESS PAYMENTS (a)After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect/Engineer. The Owner shall not be liable for interest on any late or delayed progress payment or final payment caused by any claim or dispute, any discrepancy in quantities, any failure to provide supporting documentation or other information required with the Application for Payment or as a precondition to payment under the Contract Documents, or due to any payment the Owner or the Architect/Engineer has a right to withhold or not certify under the Contract Documents. Notwithstanding the foregoing, the Owner may refuse to make payment on any Certificate for Payment (including, without limitation, the final Certificate for Payment) for any default under the Contract Documents, including but not limited to those defaults set forth in Subparagraph 9.5(a), Clauses (1) through (7). The Owner shall not be deemed in default by reason of withholding payment while any Prime Contractor default remains uncured. (b)The Prime Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Prime Contractor on account of each Subcontractor’s portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Prime Contractor on account of such Subcontractors portion of the Work. The Prime Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub- subcontractors in similar manner. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (c)The Architect/Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Prime Contractor and action taken thereon by the Architect/Engineer and the Owner on account of portions of the Work done by such Subcontractor. (d)Neither the Owner nor the Architect/Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. That obligation belongs to the Prime Contractor or, in the event of the Prime Contractor’s failure to pay a Subcontractor, to the Surety on the Payment Bond as required under Paragraph 11.3. (e)Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6(b), (c), and (d). (f)A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not performed in accordance with the Contract Documents. 9.7 SUBSTANTIAL COMPLETION (a) The Date of Substantial Completion of the Work, or designated portion of the Work, is the date certified by the Architect/Engineer when construction is sufficiently completed in accordance with the City Of Denton General Conditions For Building Construction. (a)the Contract Documents such that the Owner may beneficially occupy and use the Work, or designated portions of the Work, for the purposes for which it is intended and only trivial and insignificant items remain which do not affect the Work as a whole. (b)When the Prime Contractor considers that the Work, or the portion of the Work which the Owner agrees to accept separately, is Substantially Complete, the Prime Contractor shall prepare and submit to the Architect/Engineer a comprehensive list of remaining items to be completed or corrected. The Prime Contractor shall proceed promptly to complete and correct items on the list (hereinafter called the “punch list”). Failure to include an item on the punch list does not alter the responsibility of the Prime Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the punch list, the Architect/Engineer will make an inspection to determine whether the Work, or designated portion of the Work, is Substantially Complete. If the Architect/Engineer’s inspection discloses any item, whether or not included on the punch list, which is not in accordance with the requirements of the Contract Documents and which renders the Work inspected not Substantially Complete the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct the item upon notification by the Architect/Engineer. The Prime Contractor shall then submit a request for another inspection by the Architect/Engineer to determine Substantial Completion. When the Work or designated portion of the Work is Substantially Complete, the Architect/Engineer will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and the Prime Contractor for Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Prime Contractor shall finish all items on the punch list accompanying the Certificate. (c)The Certificate of Substantial Completion shall be submitted to the Owner and the Prime Contractor for their written acceptance of responsibilities assigned to them in the Certificate. (d)Upon Substantial Completion of the Work or designated portion thereof and upon application by the Prime Contractor and certification by the Architect/Engineer, the Owner shall make payment, reflecting adjustment in retainage, if any, for the Work, or portion of the Work, as provided in the Contract Documents. 9.8 PARTIAL OCCUPANCY OR USE (a)The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate Supplemental Agreement with the Prime Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.2(e) and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is Substantially Complete, provided the Owner and Prime Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Prime Contractor considers a portion Substantially Complete, the Prime Contractor shall prepare and submit a list to the Architect/Engineer as provided under Subparagraph 9.7(b). Consent of the Prime Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Prime Contractor or, if no agreement is reached, by decision of the Architect/Engineer. (b)Immediately prior to such partial occupancy or use, the Owner, Prime Contractor, and Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. (c)Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.9 FINAL COMPLETION AND FINAL PAYMENT (a)Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect/Engineer, accompanied by the Owner’s representative, will promptly make final inspection and, when the Architect/Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Architect/Engineer will promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer’s knowledge, Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E information and belief, and on the basis of the Architect/Engineer’s observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Prime Contractor and noted in said final Certificate is due and payable. The Architect/Engineer’s final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Prime Contractor’s being entitled to final payment have been fulfilled. Owner will normally make final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Prime Contractor. (b)Neither final payment nor any remaining retained percentage shall become due until the Prime Contractor submits to the Architect/Engineer: (1)an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3)a written statement that the Prime Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4)a consent of surety to final payment; and (5)if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. (c)As a precondition to final payment by the Owner under this Contract, the Prime Contractor's affidavit under Clause (b)(1) shall state that the Prime Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to Contractor for the Work performed under this Contract. In the event the Prime Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Prime Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE PRIME CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. (d)If, after Substantial Completion of the Work, final completion of the Work is materially delayed through no fault of the Prime Contractor or by issuance of Change Orders affecting final completion and the Architect/Engineer confirms the delay, the Owner shall, upon application by the Prime Contractor and certification by the Architect/Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect/Engineer prior to certification of payment. Payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. (e) The acceptance by the Prime Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Project. ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL COMPLIANCE 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Prime Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract, and will comply with all applicable City, County, State and Federal health and safety regulations. 10.2 SAFETY OF PERSONS AND PROPERTY (a)The Prime Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1)employees on the Work and other persons who may be affected thereby; (2)the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Prime Contractor or the Prime Contractor’s Subcontractors or Sub-subcontractors; and (3)other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. (b)The Prime Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. (c)The Prime Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (d)When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Prime Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. (e)USE OF EXPLOSIVES - CLAIMS AND TOTAL INDEMNIFICATION. The Owner shall have the right to pre-approve the use of any explosives on the Project; the Prime Contractor shall not assume in its bid that permission to use explosives will be granted. The Owner shall NOT be liable for any claim for additional time or compensation as a result of the Owner's denial of permission to use explosives. Where use of explosives is permitted by the Owner, the Prime Contractor EXPRESSLY AGREES TO BE SOLELY RESPONSIBLE for the determination as to whether explosives shall actually be used, and for any result from the use, handling or storage of explosives, and shall INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers, agents and employees, and the Architect/Engineer against any and all claims, lawsuits, judgments, costs or expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, as the result of the use, handling or storage of the explosives by the Prime Contractor or any Subcontractor, REGARDLESS OF WHETHER SAID USE, HANDLING OR STORAGE WAS NEGLIGENT OR NOT, AND REGARDLESS OF WHETHER THE DAMAGE OR INJURY WAS CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES, OR THE ARCHITECT/ENGINEER AND ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of conflict with any other indemnity paragraph in this Contract, this paragraph controls. This indemnity paragraph is intended solely for the benefit of the parties to this Contract and is not intended to create or grant any rights, contractual or otherwise, to or for any other person or entity. The Prime Contractor shall furnish the Owner and the Architect/Engineer with evidence of insurance sufficient to cover possible damage or injury, which insurance shall either include the Owner and the Architect/Engineer as additional insureds or be sufficiently broad in coverage as to fully protect the Owner and the Architect/Engineer. All explosives shall be stored in a safe and secure manner, under the care of a competent watchman at all times, and all storage places shall be marked clearly and conspicuously: "DANGEROUS- EXPLOSIVES." The method of storing and handling explosives and highly flammable materials shall conform to Federal and State laws, City of Denton ordinances, and the City of Denton Fire Department regulations. The Prime Contractor shall notify any telecommunications and public utility company and any private property owners having structures in the proximity of the Project Site of the Prime Contractor’s intention to use explosives, and such notice shall be given sufficiently in advance to enable the telecommunications and public utility companies and private property owners to take such steps as they may deem necessary to protect their property from injury. The notice shall not relieve the Prime Contractor of any responsibility for damage resulting from any blasting operations. (f)The Prime Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses 10.2(a)(2) and 10.2(a)(3) caused in whole or in part by the Prime Contractor, a Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E for whose acts they may be liable and for which the Prime Contractor is responsible under Clauses 10.2(a)(2) and 10.2(a)(3), except damage or loss attributable to acts or omissions of the Owner or Architect/Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Prime Contractor or any of its Subcontractors. The foregoing obligations of the Prime Contractor are in addition to the Prime Contractor’s obligations under Paragraph 3.l9. To the extent that any such damage or loss may be covered by property insurance or other insurance required by the Contract Documents, the Owner and the Prime Contractor shall exercise their best efforts to make a claim and obtain recovery from the insurers to provide for the cost, in whole or in part, of the repair work or to provide for reimbursement for such damage or loss. (g)The Prime Contractor shall designate a responsible member of the Prime Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Prime Contractor’s superintendent unless otherwise designated by the Prime Contractor in writing to the Owner and Architect/Engineer. (h)The Prime Contractor shall not load or permit any part of the Work or the Project site to be loaded so as to endanger its safety. 10.3 EMERGENCIES In an emergency affecting safety, health, or security of persons or property, the Prime Contractor shall act, at the Prime Contractor’s discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Prime Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. 10.4 PUBLIC CONVENIENCE AND SAFETY (a)The Prime Contractor shall place materials stored about the Work and shall conduct the Work at all times in a manner that causes no greater obstruction to the public than is considered necessary by the Owner. Sidewalks or streets shall not be obstructed, except by special permission of the Owner. The materials excavated and the construction materials or plant used in the performance of the Work shall be placed in a manner that does not endanger the Work or prevent free access to all fire hydrants, water mains and appurtenances, water valves, gas valves, manholes for the telephone, telegraph signal or electric conduits, wastewater mains and appurtenances, and fire alarm or police call boxes in the vicinity. (b)The Owner reserves the right to remedy any neglect on the part of the Prime Contractor in regard to public convenience and safety which may come to the Owner's attention, after twenty-four (24) hours’ notice in writing to the Prime Contractor. In case of an emergency, the Owner shall have the right to immediately remedy any neglect without notice. In either case, the cost of any work done by the Owner to remedy the Prime Contractor’s neglect shall be deducted from the Contract Sum. The Prime Contractor shall notify the City Traffic Control Department when any street is to be closed or Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E obstructed. The notice shall, in the case of major thoroughfares or street upon which transit lines operate, be forty-eight (48) hours in advance. The Owner reserves the right to postpone or prohibit any closure or obstruction of any streets or thoroughfares to the extent necessary for the safety and benefit of the traveling public. The Prime Contractor shall, when directed by the Architect/Engineer or the Owner, keep any street or streets in condition for unobstructed use by City departments. When the Prime Contractor is required to construct temporary bridges or make other arrangements for crossing over ditches or around structures, the Prime Contractor’s responsibility for accidents shall include the roadway approaches as well as the crossing structures. 10.5 BARRICADES, LIGHTS AND WATCHMEN If the Work is carried on or adjacent to any street, alley or public place, the Prime Contractor shall, at the Prime Contractor’s own cost and expense, furnish, erect and maintain sufficient barricades, fences, lights and danger signals, shall provide sufficient watchmen, and shall take such other precautionary measures as are necessary for the protection of persons or property and of the Work. All barricades shall be painted in a color that will be visible at night, shall indicate in bold letters thereon the Prime Contractor's name and shall be illuminated by lights from sunset to sunrise. The term “lights,” as used in this Paragraph, shall mean flares, flashers, or other illuminated devices. A sufficient number of barricades with adequate markings and directional devices shall also be erected to keep vehicles from being driven on or into any Work under construction. The Prime Contractor will be held responsible for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect the Work. Whenever evidence is found of such damage, the Architect/Engineer may order the damaged portion immediately removed and replaced by the Prime Contractor at Prime Contractor's cost and expense. The Prime Contractor's responsibility for maintenance of barricades, signs, and lights, and for providing watchmen, shall not cease until the Project has been finally accepted by the Owner. 10.6 PUBLIC UTILITIES AND OTHER PROPERTIES TO BE CHANGED In case it is necessary to change or move the property of the Owner or of any telecommunications or public utility, such property shall not be removed or interfered with until ordered to do so by the Architect/Engineer. The right is reserved to the owner of any public or private utilities to enter upon the Project site for the purpose of making such changes or repairs of their property that may become necessary during the performance of the Work. The Owner reserves the right of entry upon the Project site for any purpose, including repairing or relaying sewer and water lines and appurtenances, repairing structures, and for making other repairs, changes, or extensions to any of the Owner's property. The Owner's actions shall conform to the Prime Contractor's current and approved schedule for the performance of the Work, provided that proper notification of schedule requirements has been given to the Owner by the Prime Contractor. 10.7 TEMPORARY STORM SEWER AND DRAIN CONNECTIONS When existing storm sewers or drains have to be taken up or removed, the Prime Contractor shall at his own expense provide and maintain temporary outlets and connections for all Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E public and private storm sewers and drains. The Prime Contractor shall also take care of all storm sewage and drainage which will be received from these storm drains and sewers; for this purpose, the Prime Contractor shall provide and maintain, at the Prime Contractor’s own expense, adequate pumping facilities and temporary outlets or diversions. The Prime Contractor shall, at the Prime Contractor’s own expense, construct such troughs, pipes, or other structures necessary and shall be prepared at all times to dispose of storm drainage and sewage received from these temporary connections until such time as the permanent connections are built and in service. The existing storm sewers and connections shall be kept in service and maintained under the Contract, except where specified or ordered to be abandoned by the Architect/Engineer. All storm water and sewage shall be disposed of in a satisfactory manner so that no nuisance is created and that the Work under construction will be adequately protected. 10.8 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER; ELECTRICITY FOR THE PROJECT (a)When the Prime Contractor desires to use the Owner's water in connection with the Work, the Prime Contractor shall make complete and satisfactory arrangements with the Denton Water Utilities Department and shall be responsible for the cost of the water the Prime Contractor uses. Where meters are used, the charge will be at the regular established rate; where no meters are used, the charge will be as prescribed by City ordinance, or where no ordinance applies, payment shall be based on estimates made by the Denton Water Utilities Department. (b)The Prime Contractor shall make complete and satisfactory arrangements for electricity and metered electrical connections with the Owner or with Denton Municipal Electric in the event that separately metered electrical connections are required for the Project. The Prime Contractor shall pay for all electricity used in the performance of the Work through separate metered electrical connections obtained by the Prime Contractor through the City of Denton. 10.9 USE OF FIRE HYDRANTS The Prime Contractor, Subcontractors, and any other person working on the Project shall not open, turn off, interfere with, attach any pipe or hose to, or connect anything with any fire hydrant, stop valve, or stop cock, or tap any water main belonging to the Owner, unless duly authorized to do so by the Denton Water Utilities Department in accordance with the Denton City Code. 10.10 ENVIRONMENTAL COMPLIANCE (a)The Prime Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and rules of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or rules of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. (b)In the event the Prime Contractor encounters on the site materials reasonably believed to be a Hazardous Substance that have not been rendered harmless, and removal of such materials is not a part of the scope of Work required under the Contract Documents, the Prime Contractor shall immediately stop Work in the affected area and report in writing the facts of such encounter to the Architect/Engineer and the Owner. Work in the affected area shall not thereafter be resumed except by written order of the Owner unless and until the material is determined not to be a Hazardous Substance or the Hazardous Substance is remediated. The Owner may choose to remediate the Hazardous Substance with a separate contractor or through a Change Order with the Prime Contractor. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault or negligence of the Prime Contractor or any of its Subcontractors, the Prime Contractor shall be responsible for remediating the condition at the sole expense of the Prime Contractor in accordance with the Prime Contractor’s APPROVED Spill Remediation Plan. An extension of the Contract Time for any delay in the progress schedule caused as a result of the discovery and remediation of a Hazardous Substance may be granted by the Owner only if all remaining Work on the Project must be suspended and the delay cannot be made up elsewhere in the progress schedule. Any request for an extension of the Contract Time related to the discovery and remediation of a Hazardous Substance is subject to the provisions of Paragraph 4.3 and Article 8. (c)The Prime Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Prime Contractor or any Subcontractor or Supplier. The Prime Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Architect/Engineer so that they may observe the activities; provided, however, that it shall be the Prime Contractor’s sole responsibility to comply with all applicable laws, rules, regulations, or ordinances governing the activities. (d)Spill Prevention Plan. At least seventy-two (72) hours prior to commencing performance of any of the Work at the Project site, the Prime Contractor shall submit to the Owner for review and approval a Spill Prevention and Response Plan (SPRP) meeting the requirements of federal and state law, rules, and regulations. The SPRP shall be specially designed for the Prime Contractor's planned work methods and procedures. The SPRP shall be designed to complement all applicable safety standards, fire prevention regulations, and pollution prevention policies and procedures. The Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E SPRP shall include estimates of the quantity and rate of flow should equipment fail, and detail containment or diversionary structures to prevent spills from leaving the site or migrating into adjacent properties or navigable waters. The SPRP shall include methods of recovery of spilled materials and all applicable twenty-four (24) hour emergency phone numbers, including without limitation that of the Owner’s Project Manager or other designated representative. The Prime Contractor shall not commence any field work prior to approval of such plan by the Owner. The following additional rules shall apply with respect to spills caused by the Prime Contractor or a Subcontractor: (1)The Prime Contractor shall immediately report any spill or release at the Project site, whether or not it is associated with this Contract, to the Owner’s Project Manager or other designated representative. Thereafter, within two (2) working days after the occurrence of such event, the Prime Contractor shall submit a written report describing such event in a degree of detail reasonably acceptable to the Owner. (2)The Prime Contractor shall immediately respond in accordance with the SPRP in the event of a spill. (3)The Prime Contractor shall dispose of spilled materials in accordance with EPA and Texas Commission on Environmental Quality (TCEQ) regulations and any other applicable federal, state, or local laws, rules, or regulations. In connection with such disposals, the Prime Contractor shall use only those transporters and disposal facilities that are approved in advance in writing by the Owner. A copy of all transport manifests for the spilled materials shall be obtained and retained in the PrimeContractor’s records for reference purposes, to be provided upon request of the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. ALL COSTS OF COLLECTION, CONTAINMENT, AND DISPOSAL OF SPILLED MATERIALS SHALL BE THE SOLE RESPONSIBILITY OF THE PRIME CONTRACTOR. (4)For purposes of this Subparagraph (e), the term “spill” includes any kind of environmental discharge or release. (e)Clean Air Management Plan. The Prime Contractor shall comply with the Clean Air Management Plan submitted to and approved by the Owner during the contractor selection process. The Owner reserves the right, at the Prime Contractor’s sole expense, to require the removal or retrofitting of any equipment used in the course of construction that does not comply with the Plan submitted to and approved by the Owner. (f)The Prime Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, rules, regulations, and ordinances. The Prime Contractor shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials prior to removal Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Prime Contractor’s records for reference purposes, to be provided upon request to the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. (g)The Prime Contractor is responsible for obtaining all TXPDES Storm Water Permits from TCEQ for construction of the Project under regulations contained in 40 CFR Part 122, as amended, pursuant to the Clean Water Act, 33 U.S.C.A. §§1251 et seq. These regulations require the filing of a notice of intent to obtain and abide by the general storm water permit for construction activities promulgated by EPA, including but not limited to cleaning, grading, and excavation that disturb the applicable amount of total land area. In addition, the Prime Contractor shall comply with all regulations of the Owner relating to storm water and storm water runoff management at the Project site pursuant to Chapter 19, Article IX, Denton City Code, as amended. (h)The Prime Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos-related material such as hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non-friable. (i)The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Prime Contractor fails or refuses after seven (7) days advance written notice from the Owner to comply with the provisions of this Paragraph 10.10, the terms of the SPRP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: (1)suspend all or any portion of the Work until the noncompliance is corrected, or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Prime Contractor and approved by the Owner; (2)if the Prime Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and back charge the Prime Contractor for the cost of the remediation or correction; or (3)terminate the Contract for cause as provided in Article 13. ART ICLE 11 INSURANCE AND BONDS 11.1 PRIME CONTRACTOR’S INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 11.2 PROPERTY INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.3‘UMBRELLA’ LIABILITY INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.5 PERFORMANCE AND PAYMENT BONDS (a)Subject to the provisions of Subparagraph 11.5(b), the Prime Contractor shall, with the execution and delivery of the Construction Services Agreement, furnish and file with the Owner in the amounts required in this Paragraph, the surety bonds described in Clauses (a)(1) and (a)(2) below, which surety bonds shall be in accordance with the Charter of the City of Denton and the provisions of Chapter 2253, Texas Government Code, as amended; each bond shall be signed by the Prime Contractor, as Principal, and by an established bonding company, as surety, meeting the requirements of Subparagraph 11.5(c) and approved by the Owner. The surety bonds shall be accompanied by an appropriate Power- of-Attorney clearly establishing the extent and limitations of the authority of each signer to so sign: (1)Performance Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and faithful execution of the Work and performance of the Contract in accordance with Plans, Specifications and all other Contract Documents, including any Amendments thereof, for the protection of the Owner. This bond shall also provide for the repair and maintenance of all defects due to faulty materials and workmanship that appear within a period of two (2) years from the date of final completion and acceptance of the improvements by the Owner or lesser or longer periods as may be otherwise designated in the Contract Documents. (2)Payment Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and prompt payment of all claimants supplying labor or materials in the prosecution of the Work provided for in the Contract Documents and any Amendments thereto, and for the use and protection of each claimant. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (b)If the Contract Sum, including Owner-accepted alternates and allowances, if any, is greater than $50,000, Payment bonds in 100% of the Contract Sum are mandatory and shall be required to be provided by the Contractor. If the Contract Sum is greater than $100,000, a Payment Bond and Performance Bond in 100% of the Contract amount is mandatory. (c)No surety will be accepted by the Owner who is now in default or delinquent on any bonds or who is a party to any litigation against the Owner. All bonds shall be made and executed on the Owner's standard forms, shall be approved by the Owner, and shall be executed by not less than one corporate surety that is authorized and admitted to do business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the most current United States Department of the Treasury List of Acceptable Sureties, and is otherwise acceptable to the Owner. Each bond shall be executed by the Prime Contractor and the surety, and shall specify that legal venue for enforcement of each bond shall lie exclusively in Denton County, Texas. Each surety shall designate an agent resident in Denton County, Texas to whom any requisite statutory notices may be delivered and on whom service of process may be had in matters arising out of the suretyship. (d)Contractor will be required to furnish original performance and payment bonds for 100 percent of the total submission price before work is to commence. The Contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from a surety licensed to do business in the State of Texas. The City, at its option, may waive the payment and performance bond requirements for projects of less than $50,000. Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds should be forwarded to the City of Denton within fourteen (14) calendar days from contract award. This contract is not fully executed until payment and performance bonds are received and accepted by the City. Upon approval, a purchase order will be issued. (e)The failure of the Contractor to deliver the required statutory bonds and evidence of insurance within fourteen (14) calendar days after the Contract is awarded shall constitute a material breach of the Prime Contractor’s bid proposal and the Owner may rescind the Contract award and collect or retain the proceeds of the bid security. By reason of the uncertainty of the market prices or materials and labor, and it being impracticable and difficult to determine accurately the amount of damages occurring to the Owner by reason of the Prime Contractor's failure to execute and furnish the statutory bonds within fourteen (14) calendar days, the filing of a bid proposal with the accompanying bid security will be considered as an acceptance of this Subparagraph 11.5(e). In the event the Owner should re-advertise for bids, the defaulting Prime Contractor shall not be eligible to bid, and the lowest responsible bid obtained in the re-advertisement shall be the bid referred to in this Paragraph. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK 12.1 UNCOVERING OF WORK (a)If a portion of the Work is covered contrary to the Architect/Engineer’s request or to requirements specifically expressed in the Contract Documents, the Work must, if required in writing by the Architect/Engineer, be uncovered for the Architect/Engineer’s observation and be replaced at the Prime Contractor’s expense without change in the Contract Time. (b)If a portion of the Work has been covered which the Architect/Engineer has not specifically requested to observe prior to it being covered, the Architect/Engineer may request to see such Work and it shall be uncovered by the Prime Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner. If any Work is not in accordance with the Contract Documents, the Prime Contractor shall pay the costs of uncovering, repair, replacement unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK (a)The Prime Contractor shall promptly correct Work rejected by the Architect/Engineer as failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Prime Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect/Engineer’s services and expenses made necessary thereby. (b)If any of the Work is found to be defective or nonconforming with the requirements of the Contract Documents, the Prime Contractor shall correct it promptly after receipt of written notice from the Architect/Engineer or the Owner to do so unless the Owner has previously given the Prime Contractor a written acceptance or waiver of the defect or nonconformity. The Prime Contractor’s obligation to correct defective or nonconforming Work remains in effect for: (1)one year after the date of Substantial Completion of the Work or designated portion of the Work; (2)one year after the date for commencement of warranties established by agreement in connection with partial occupancy under Subparagraph 9.8(a); or (3)the stipulated duration of any applicable special warranty required by the Contract Documents. (c)The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect to portions of the Work performed, repaired, or corrected after Substantial Completion by the period of time between Substantial Completion and the actual completion of the Work. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (d)The obligations of the Prime Contractor under this Paragraph 12.2 shall survive final acceptance of the Work and termination of this Contract. The Owner shall give notice to the Prime Contractor promptly after discovery of a defective or nonconforming condition in the Work. The one-year period stated in Clauses (b) (1) and (b) (2) does not limit the ability of the Owner to require the Prime Contractor to correct latent defects or nonconformities in the Work, which defects or nonconformities could not have been discovered through reasonable diligence by the Owner or the Architect/Engineer at the time the Work was performed or at the time of inspection for certification of Substantial Completion or Final Completion. The one year period also does not relieve the Prime Contractor from liability for any defects or deficiencies in the Work that may be discovered after the expiration of the one year correction period. (e)The Prime Contractor shall remove from the Project site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Prime Contractor nor accepted by the Owner. (f)If the Prime Contractor fails to correct defective or nonconforming Work within a reasonable time after notice from the Owner or the Architect/Engineer, the Owner may correct it in accordance with Paragraph 2.4. If the Prime Contractor does not proceed with correction of defective or nonconforming Work within a reasonable time fixed by written notice from the Architect/Engineer, the Owner may remove or replace the defective or nonconforming Work and store the salvageable materials or equipment at the Prime Contractor’s expense. If the Prime Contractor does not pay costs of removal and storage within ten days after written notice, the Owner may, upon ten (10) additional days written notice, sell the materials and equipment at auction or at private sale and shall account for the proceeds after deducting costs and damages that should have been borne by the Prime Contractor, including compensation for the Architect/Engineer’s services and expenses made necessary as a result of the sale. If the proceeds of sale do not cover costs which the Prime Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments due to the Prime Contractor then or thereafter are not sufficient to cover the deficiency, the Prime Contractor shall pay the difference to the Owner. (g)The Prime Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether the construction is completed or partially completed, that is caused by the Prime Contractor’s correction or removal of Work which is not in accordance with the requirements of the Contract Documents. (h)Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Prime Contractor might have under the Contract Documents. Establishment of the one-year time period as described in Subparagraph 12.2(b) relates only to the specific obligation of the Prime Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Prime Contractor’s liability with respect to the Prime Contractor’s obligations other than specifically to correct the Work. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (i)Any Work repaired or replaced pursuant to this Article 12 shall be subject to the provisions of Article 12 to the same extent as Work originally performed or installed. 12.3 ACCEPTANCE OF NONCONFORMING WORK The Owner may, in the Owner’s sole discretion, accept Work which is not in accordance with the requirements of the Contract Documents instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. The adjustment will be accomplished whether or not final payment has been made. ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY SUSPENSION 13.1 FINAL COMPLETION OF CONTRACT The Contract will be considered completed, except as provided in any warranty or maintenance stipulations, bond, or by law, when all the Work has been finally completed, the final inspection is made by the Architect/Engineer, and final acceptance and final payment is made by the Owner. 13.2 WARRANTY FULFILLMENT Prior to the expiration of the specified warranty period provided for in the Contract Documents, the Architect/Engineer will make a detailed inspection of the Work and will advise the Prime Contractor and the Prime Contractor’s Surety of the items that require correction. The Architect/Engineer will make a subsequent inspection and if the corrections have been properly performed, the Architect/Engineer will issue a letter of release on the maintenance stipulations to the Prime Contractor and the Surety. If for any reason the Prime Contractor has not made the required corrections before the expiration of the warranty period, the warranty provisions as provided for in the Contract Documents shall remain in effect until the corrections have been properly performed and a letter of release issued. 13.3 TERMINATION BY THE OWNER FOR CAUSE (a)Notwithstanding any other provision of these General Conditions, the Work or any portion of the Work may be terminated immediately by the Owner for any good cause after giving seven (7) days advance written notice and opportunity to cure to the Prime Contractor, including but not limited to the following causes: (1)Failure or refusal of the Prime Contractor to start the Work within ten (10) days after the date of written notice by the Owner to commence the Work. (2)A reasonable belief that the progress of the Work being made by the Prime Contractor is insufficient to complete the Work within the specified time. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (3)Failure or refusal of the Prime Contractor to provide sufficient and proper equipment or construction forces to properly execute the Work in a timely manner. (4)A reasonable belief that the Prime Contractor has abandoned the Work. (5)A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise financially unable to carry on the Work. (6)Failure or refusal on the part of the Contractor to observe any requirements of the Contract Documents or to comply with any written orders given by the Architect/Engineer or the Owner as provided for in the Contract Documents. (7)Failure or refusal of the Prime Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Architect/Engineer. (8)A reasonable belief by the Owner that collusion exists or has occurred for the purpose of illegally procuring the Contract or a Subcontractor, or that a fraud is being perpetrated on the Owner in connection with the construction of Work under the Contract. (9)Repeated and flagrant violation of safe working procedures. (10)The filing by the Prime Contractor of litigation against the Owner prior to completion of the Work. (b)When the Work or any portion of the Work is terminated for any of the causes itemized above or for any other cause except termination for convenience pursuant to Subparagraph 13.3(e), the Prime Contractor shall, as of the date specified by the Owner, discontinue the Work or portion of the Work as the Owner shall designate, whereupon the surety shall, within fifteen (15) days after the written notice of termination for cause has been served upon the Prime Contractor and the surety or its authorized agents, assume the obligations of the Prime Contractor for the Work or that portion of the Work which the Owner has ordered the Prime Contractor to discontinue and may: (1)perform the Work with forces employed by the surety; (2)with the written consent of the Owner, tender a replacement contractor to take over and perform the Work, in which event the surety shall be responsible for and pay the amount of any costs required to be incurred for the completion of the Work that are in excess of the amount of funds remaining under the Contract as of the time of the termination; or (3)with the written consent of the Owner, tender and pay to the Owner in settlement the amount of money necessary to finish the balance of uncompleted Work under the Contract, correct existing defective or nonconforming Work, and compensate the Owner for any other loss sustained as a result of Prime Contractor's default. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety shall assume the Prime Contractor's place in all respects, and the amount of funds remaining unpaid under the Contract shall be paid by the Owner for all Work performed by the surety or the replacement contractor in accordance with the terms of the Contract Documents, subject to any rights of the Owner to deduct any costs, damages, or actual damages that the Owner may have incurred, including but not limited to additional fees and expenses of the Architect/Engineer and attorney’s fees, as a result of such termination. (c)The balance of the Contract Sum remaining at the time of the Prime Contractor’s default and of the termination shall become due and payable to the surety as the Work progresses, subject to all of the terms, covenants, and conditions of the Contract Documents. If the surety does not, within the time specified in Subparagraph 13.3(b), exercise its obligation to assume the obligations of the Contract, or that portion of the Contract which the Owner has ordered the Prime Contractor to discontinue, then the Owner shall have the power to complete the Work by contract or otherwise, as it may deem necessary. The Prime Contractor agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies, and property of every kind provided by the Prime Contractor for the purpose of the Work, and to procure other tools, equipment, labor, and materials for the completion of the Work, and to charge to the account of the Prime Contractor the expenses of completion and labor, materials, tools, equipment, and incidental expenses. The expenses incurred by the Owner to complete the Work shall be deducted by the Owner out of the balance of the Contract Sum remaining unpaid to or unearned by the Contractor. The Prime Contractor and the surety shall be liable to the Owner for any costs incurred in excess of the balance of the Contract Sum for the completion and correction of the Work, and for any other costs, damages, expenses (including but not limited to additional fees of the Architect/Engineer and attorney’s fees), and damages incurred as a result of the termination. (d)The Owner shall not be required to obtain the lowest bid for the Work of completing the Contract as described in Subparagraph 13.3(c), but the expenses to be deducted from the Contract Sum shall be the actual cost of such Work. In case the Owner’s expense is less than the sum which would have been payable under the Contract, if the same had been completed by the Prime Contractor, then the Owner may pay to the Prime Contractor (or the Surety, in the event of a complete termination for cause) the difference in the cost, provided that the Prime Contractor (or the Surety) shall not be entitled to any claim for damages or for loss of anticipated profits. In case such expenses for completion shall exceed the amount which would have been payable under the Contract if the same had been completed by the Prime Contractor, then the Prime Contractor and his Sureties shall pay the amount of the excess to the Owner on notice from the Owner for excess due. When only a particular part of the Work is being carried on by the Owner by contract or otherwise under the provisions of this Subparagraph, the Prime Contractor shall continue the remainder of the Work in conformity with the terms of the Contract, and in such manner as not to hinder or interfere with the performance of workmen employed and provided by the Owner. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (e)The unconditional right to terminate this Contract for the convenience of the Owner (including but not limited to non-appropriation of funding) is expressly retained by the Owner. In the event of termination for convenience, the Owner shall deliver at least ten (10) days advance written notice of termination for convenience to the Prime Contractor. Upon the Prime Contractor’s receipt of such written notice, the Prime Contractor shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work in place. The Prime Contractor shall then be reimbursed by the Owner in accordance with the terms and provisions of the Contract Documents, not to exceed actual labor costs incurred, materials stored at the Project site or away from the Project site as approved by the Owner but not yet paid for, plus actual, reasonable, and documented termination charges, if any, paid by the Prime Contractor in connection with the Work in place which is completed and in conformance with the Contract Documents to the date of termination for convenience. No amount shall ever be due to the Prime Contractor for lost or anticipated profits. 13.4 TEMPORARY SUSPENSION OF THE WORK (a)The Work or any portion of the Work may be temporarily suspended by the Owner immediately upon written notice to the Prime Contractor for any reason, including but not limited to: (1)the causes described in Clauses 13.1(a)(1) through (a)(10) above; (2)where other provisions in the Contract Documents require or permit temporary suspension of the Work; (3)situations where the Work is threatened by, contributes to, or causes an immediate threat to public health, safety, or security; or (4)other unforeseen conditions or circumstances. (b)The Prime Contractor shall immediately resume the temporarily suspended Work when ordered in writing by the Owner to do so. The Owner shall not under any circumstances be liable for any claim of the Prime Contractor arising from a temporary suspension due to a cause described in Clause (a)(1) above; provided, however, that in the case of a temporary suspension for any of the reasons described under Clauses (a)(2) through (a)(4), where the Prime Contractor is not a contributing cause of the suspension under one of those Clauses or where the provision of the Contract Documents in question specifically provides that the suspension is at no cost to the Owner, the Owner will make an equitable adjustment for the following items, provided that a claim is properly made by the Prime Contractor under Subparagraph 4.3 of these General Conditions: (1)an equitable extension of the Contract Time, not to exceed the actual delay caused by the temporary suspension as determined by the Architect/Engineer and the Owner; Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E (2)an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable costs of properly protecting any Work that is finished or partially finished during the period of the temporary suspension (no profit and overhead shall be allowed on top of these costs); and (3)if it becomes necessary to move equipment from the Project site and then return it to the Project site when the Work is ordered to be resumed, an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable cost of these moves; provided, however, that no adjustment shall be due if the equipment is moved to another Project site of the Owner. ARTICLE 14 MISCELLANEOUS PROVISIONS 14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS (a)This Contract shall be in all things governed by the laws of the State of Texas without regard to conflict of laws principles. (b)The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. 14.2 SUCCESSORS AND ASSIGNS The Owner and the Prime Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the promises, covenants, terms, conditions, and obligations contained in the Contract Documents. The Prime Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Prime Contractor attempts to make an assignment, transfer, or conveyance without the Owner’s written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Prime Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. 14.3 WRITTEN NOTICE Except as otherwise provided in Article 16, any notice, payment, statement, or demand required or permitted to be given under this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 14.4 RIGHTS AND REMEDIES; NO WAIVER OF RIGHTS BY OWNER (a) The duties and obligations imposed on the Prime Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Prime Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 14.5 INTEREST The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Paragraph 9.6(a) of these General Conditions. 14.6 OFFICERS OR EMPLOYEES OF THE OWNER NOT TO HAVE FINANCIAL INTEREST IN ANY CONTRACT OF THE OWNER No officer or employee of the Owner shall have a financial interest, direct or indirect, in any Contract with the Owner, or be financially interested, directly or indirectly, in the sale to the Owner of any land, materials, supplies or services, except on behalf of the Owner as an officer or employee. Any violation of this article shall constitute malfeasance in office, and any officer or employee of Owner guilty thereof shall thereby forfeit his office or position. Any violation of this section, with the knowledge, express or implied, of the person, persons, partnership, company, firm, association or corporation contracting with the Owner shall render the Contract involved voidable by the Owner's City Manager or City Council. 14.7 VENUE This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. 14.8 INDEPENDENT CONTRACTOR In performing the Work under this Contract, the relationship between the Owner and the Prime Contractor is that of an independent contractor. The Prime Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting working hours, scheduling or prioritizing the Work flow and determining the means and methods of performing the Work, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Prime Contractor an agent, servant, or employee of the Owner, or making the Prime Contractor or any of the Prime Contractor’s employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 14.9 NONDISCRIMINATION As a condition of this Contract, the Prime Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Prime Contractor and its Subcontractors will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, sexual orientation, or handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. The Prime Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-12213, as amended. In this regard, the Prime Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the Owner, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 14.10 GIFTS TO PUBLIC SERVANTS (a)The Owner may terminate this Contract immediately if the Prime Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. (b)For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c)Notwithstanding any other legal remedies, the Owner may require the Prime Contractor to remove any employee of the Prime Contractor from the Project who has violated the restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Prime Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. ARTICLE 15 RIGHT TO AUDIT CONTRACTOR'S RECORDS By execution of the Building Construction Services Agreement, the Prime Contractor grants the Owner the right to audit, at the Owner's election, all of the Prime Contractor's records and billings relating to the performance of the Work under the Contract Documents. The Prime Contractor agrees to retain its Project records for a minimum of five (5) years following completion of the Work. The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services performed by Prime Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City’s rights as may be disclosed by an audit under this section. Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E ARTICLE 16 NOTICE OF CONTRACT CLAIM This Contract is subject to the provisions of the Denton City Code, as amended, relating to requirements for filing a notice of a breach of contract claim against City. Prime Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. 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. Contractor terms and conditions Contract 7041 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E EXHIBIT D PAYMENT AND PERFORMANCE BOND REQUIREMENTS Contractor will be required to furnish original performance and payment bonds for one hundred (100%) percent of the total submission price before work is to commence. The Contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from a surety licensed to do business in the State of Texas. The City, at its option, may waive the payment and performance bond requirements for projects of less than $50,000. Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds should be forwarded to the City of Denton within fourteen (14) calendar days from contract award. This contract is not fully executed until payment and performance bonds are received and accepted by the City. Upon approval, a purchase order will be issued. Contract # 7020 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E EXHIBIT E INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Contract # 7020 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Contract # 7020 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\]Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. Contract # 7020 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E \[ \] 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. \[X\] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 7020 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 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 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Contract # 7020 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 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 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 Contract # 7020 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E 7.Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J.By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K.The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 7020 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E Exhibit F 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. Contract # 7020 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E EXHIBIT G RFP 7041 - Pricing Sheet for Quakertown Playground Construction wĻƭƦƚƓķĻƓƷγƭ .ǒƭźƓĻƭƭ bğƒĻʹWhirlix Design Inc tƩźƓĭźƦğƌ tƌğĭĻ ƚŅ .ǒƭźƓĻƭƭ Λ/źƷǤ ğƓķ {ƷğƷĻΜʹ Richardson TX EST. Est. Del. ARO ANNUAL Item # UOMProduct DescriptionUnit Price (Bus. Days) QTY SECTION A- Quakertown Playground ЋЉΏЌЉ υ ВБͲЍЉЉ͵ЉЉ 11EA ЋΏЎ ğƓķ δƩƚĭƉĻƷδ tƌğǤŭƩƚǒƓķ 9ƨǒźƦƒĻƓƷ ğƓķ LƓƭƷğƌƌğƷźƚƓ Ĭǒƭ͵ķğǤƭ υ Ў ķğǤƭ ЊͲЊЉЉ͵ЉЉ 21EA /ƚƓƭƷƩǒĭƷźƚƓ CĻƓĭźƓŭ υ Ў ĻğƩ ЎЉЉ͵ЉЉ 31EA {ǒƦƦƌĻƒĻƓƷğƌ {ĻƩǝźĭĻ ğƩƩğƓƷǤ $ 100,000.00 DocuSign Envelope ID: 634DFB20-E834-488F-85C8-3C9185CFBD2E Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filingauthority not later than the 7business 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 entityDate Certificate Of Completion Envelope Id: 634DFB20E834488F85C83C9185CFBD2EStatus: Sent Subject: Please DocuSign: City Council Contract 7041-Quakertown Park Construction Source Envelope: Document Pages: 82Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 1Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 8/30/2019 2:18:35 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 8/30/2019 2:25:05 PM Completed jody.word@cityofdenton.comViewed: 8/30/2019 2:25:15 PM Senior BuyerSigned: 8/30/2019 2:26:00 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tabitha MillsopSent: 8/30/2019 2:26:03 PM tabitha.millsop@cityofdenton.comViewed: 9/3/2019 2:52:58 PM City of DentonSigned: 9/3/2019 2:57:40 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 9/3/2019 2:57:44 PM mack.reinwand@cityofdenton.comViewed: 9/5/2019 8:49:37 AM City of DentonSigned: 9/5/2019 9:07:16 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jason EdmundsonSent: 9/5/2019 9:07:20 AM jedmundson@whirlix.comViewed: 9/5/2019 9:24:10 AM PresidentSigned: 9/5/2019 6:39:50 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 47.187.216.65 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer EventsSignatureTimestamp Gary PackanSent: 9/5/2019 6:39:53 PM Gary.packan@cityofdenton.comViewed: 9/5/2019 7:15:38 PM Director of Parks and RecreationSigned: 9/5/2019 7:16:05 PM Security Level: Email, Account Authentication Signature Adoption: Drawn on Device (None) Using IP Address: 99.8.180.145 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 9/5/2019 7:15:38 PM ID: d2ed82f9-cdff-4dc7-a515-4b78500edfde Cheyenne DefeeSent: 9/5/2019 7:16:08 PM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne DefeeSent: 8/30/2019 2:26:03 PM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 8/30/2019 2:26:03 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jason Donnell Jason.Donnell@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Drew Huffman drew.huffman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/13/2018 12:52:26 PM ID: 0fcc9a04-4fe5-41d0-935e-32877832cf92 Russell Koch Russell.Koch@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Tyler jennifer.tyler@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign David Rushing drushing@whirlix.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Envelope SentHashed/Encrypted9/5/2019 7:16:08 PM Electronic Record and Signature Disclosure FMFDUSPOJD!SFDPSE!BOE!TJHOBUVSF!EJTDMPTVSF! 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2198,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteacontractwithWhirlixDesign,Inc.,fortheConstructionofMartinLutherKing Jr.RecreationCenterPlaygroundfortheParksandRecreationDepartment;providingfortheexpenditureof fundstherefor;andprovidinganeffectivedate(RFP7040-awardedtoWhirlixDesign,Inc.,inthenot-to- exceed amount of $160,500). City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 24, 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 Whirlix Design, Inc., for the Construction of Martin Luther King Jr. Recreation Center Playground for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7040 awarded to Whirlix Design, Inc., in the not-to-exceed amount of $160,500). RFP INFORMATION /BACKGROUND In 2018, the Parks and Recreation Department received a Community Development Block Grant for the replacement of the Martin Luther King Jr. Recreation Center Playground. Requests for Proposals was sent to 95 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. Seven (7) proposals were received and one (1) proposal meeting specifications was evaluated based upon published criteria including price, compliance with specifications, probable performance, value-added and schedule. The reasons for disqualification range from the lack of a supplemental warranty being included within the proposal, providing no shade within the design, or lack of impact mats under swings and slides. Based upon this evaluation, Whirlix Design, Inc. was ranked the highest and determined to be the best value for the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 5, 2018, Council approved the Martin Luther King Jr. Playground Project as part of the 2018 Action Plan for Housing and Community Development (Ordinance 18-868). RECOMMENDATION Award a contract with Whirlix Design, Inc., for the Construction of Martin Luther King Jr. Recreation Center Playground, in the not-to-exceed amount of $160,500. PRINCIPAL PLACE OF BUSINESS Whirlix Design, Inc. Richardson, TX ESTIMATED SCHEDULE OF PROJECT This contract will be started upon approval with a completion date by February 28, 2020. FISCAL INFORMATION These services will be funded from Parks and Recreation Department Construction account 400260444.1360.40100. The budgeted amount for this item is $160,500. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Gary Packan, 940-349-7460. Legal point of contact: Mack Reinwand at 940-349-8333. DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN WHIRLIX DESIGN, INC. (RFP 7040) THISCONTRACT is made and entered into this date , by and between Whirlix Design, Inc. a Texas Corporation, whose address is 1761 International Pkwy, Suite 125, Richardson, TX 75081, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Home-Rule City, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and the 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 Contractor shall provide construction services in accordance with the City’s RFP #7040- MLK Rec Center Playground Construction, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as “Exhibit B”. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit “A”); (b)City of Denton Request for Proposal # 7040 (Exhibit “B” on file at Office of Purchasing Agent) (c)General Provisions-Standard Terms and Conditions (Exhibit “C”); (d)Payment and Performance Bond Requirements (Exhibit “D”); (e)Insurance Requirements (Exhibit “E”); (f)Certificate of Interested Parties Electronic Filing (Exhibit “F”); (g)Contractor’s Proposal(Exhibit “G"); (h)Form CIQ – Conflict of Interest Questionnaire (Exhibit "H") 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 this written Contract, and then to the Contract documents in the sequential order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” 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. 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. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 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 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. IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day first above written. CONTRACTOR THIS AGREEMENT HAS BEEN BOTH BY: ______________________________ REVIEWED AND APPROVED as to AUTHORIZED SIGNATURE financial and operational obligations and business terms. Date: _______________________________ Printed Name: ________________________ _______________ ________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ TITLE ___________________________________ PHONE NUMBER __________________________________ DEPARTMENT ___________________________________ EMAIL ADDRESS 2019-534741 APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION AARON LEAL, CITY ATTORNEY CERTIFICATE NUMBER By: _________________________________ ATTEST: CITY OF DENTON, TEXAS ROSA RIOS, CITY SECRETARY A Texas Municipal Corporation By: _________________________________ By: _________________________________ TODD HILEMAN CITY MANAGER Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 EXHIBIT A SPECIAL TERMS AND CONDITIONS Total Contract Amount The Contract total for services shall not exceed $160,500. Pricing shall be per Exhibit G attached. Contract Term It is the intention of the City of Denton to award a contract for construction of the project as described in the drawings and specifications. Materials and services undertaken pursuant to this solicitation will be required to commence within fourteen (14) days of delivery of a Notice to Proceed, after receipt of bonds. Project shall be complete by February 28, 2020. DELIVERY: This timeline is flexible, within reason. 4-6 weeks is the standard time of delivery but we realized that if it’s a busy season, like spring, it may take a few weeks longer. If your projected delivery time is more than the 4-6 weeks requested by the Scope of Work, please provide this information in the schedule/timeline submittal. Special Notice and Additional Requirement(s): 1.Parks & Recreation has an area at the Municipal Service Center, located at 901 Texas St., where you may offload and store the equipment. Contractor will be responsible for hauling equipment from storage area to project location City of Denton Duties and Responsibilities: 1. The Parks and Recreation Department staff is scheduled to remove the existing structures Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 EXHIBIT C GENERAL PROVISIONS- TERMS AND CONDITIONS FOR FACILITY CONSTRUCTION SERVICES Invoices, Payments, and Releases 1.INVOICES AND PAYMENT PROCESSING: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty (30) days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The thirty (30) day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever date is later. Direct deposit for payments: Prime Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasing.com. Invoices: Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299 with a copy to the attention of Jennifer Tyler City of Parks and Recreation Department, 901 Texas Street, Denton, TX 76209. The copy may also be emailed to Ms. Tyler at jennifer.tyler@cityofdenton.com. 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. Invoices for partial payments on construction projects should normally be presented for payment within the first five (5) days of the month, and submitted on the Pay Application Form. 2. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Prime Contractor performing work under this Contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller’s ruling #95-0.07 and #95-0.09. 3. PAYMENTS TO CONTRACTORS: Upon presentation of valid invoices, which should be within the first week of each month, the Owner shall make partial payments to the Prime Contractor for construction accomplished during the preceding calendar month on the basis of completed construction certified to by the Prime Contractor and approved by the Owner and Architect/Engineer solely for the purposes of payment. Provided, however, that such approval shall not be deemed approval of the workmanship or materials. Only ninety-five percent (95%) of each payment request approved during the construction of the project shall be paid by the Owner to the Prime Contractor prior to completion of the Project. Upon the approval by the Owner of the Prime Contractor’s "Final Invoice for Payment” showing the total cost of the construction performed, the Owner shall Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 make payment to the Prime Contractor of all amounts to which the Prime Contractor shall be entitled there under which shall not have been paid: Provided, however, that such final payment shall be made not later than ninety (90) days after the date of completion of construction of the Project, as specified in the Final Invoice for Payment, unless withheld because of the fault of the Prime Contractor. A.The Prime Contractor shall be paid on the basis of the percentage of the work actually completed for each construction item. The total amount paid for periodic billings shall not exceed the maximum Contract price for the construction of the project as set forth in the Contract, unless such excess shall have been approved in writing by the Purchasing Agent as part of a change order. B.No payment shall be due while the Prime Contractor is in default in respect of any of the provisions of this Contract, and the Owner may withhold from the Prime Contractor the amount of any claim by any third party against either the Prime Contractor or the Owner based upon an alleged failure of the Prime Contractor to perform the work hereunder in accordance with the provisions of this Contract. This includes, without limitation, the alleged failure of the Prime Contractor to make payments to subcontractors. 4. RELEASE OF LIENS AND CERTIFICATE OF CONTRACTOR: Upon award of the Contract, the Prime Contractor shall inform the Owner of the subcontractors and material sources that will be used. Upon the completion by the Prime Contractor of the construction of the Project, but prior to final payment to the Prime Contractor, the Prime Contractor shall deliver to the Owner releases of all liens, and of rights to claim any lien, from all manufacturers, materialmen and subcontractors furnishing services or materials for the Project, to the effect that all materials or services used on or for the Project have been paid for and indicating that the Owner is fully released from all such claims. 5. PAYMENTS TO MATERIALMEN AND SUBCONTRACTORS: The Prime Contractor shall pay each materialman, and each subcontractor, if any, not later than five (5) days after receipt of any payment from the Owner, the amount thereof allowed the Contractor for and on account of materials furnished or construction performed by each materialman or each subcontractor. 6. REMEDIES: A. Completion of Prime Contractor’s Default If default shall be made by the Prime Contractor or by any subcontractor in the performance of any of the terms of this proposal, the Owner, without in any manner limiting its legal and equitable remedies in the circumstances, may serve upon the Prime Contractor and the Surety or Sureties upon the Prime Contractor's bond or bonds a written notice requiring the Prime Contractor to cause such default to be corrected forthwith. Unless within twenty (20) days after the service of such notice upon the Prime Contractor such default shall be corrected or arrangements for the correction thereof satisfactory to the Owner and/or Architect/Engineer shall be made by the Prime Contractor or its Surety or Sureties, the Owner may take over the construction of the Project and prosecute the same to completion by Contract or otherwise for the account and at the expense of the Prime Contractor, and the Prime Contractor and its Surety or Sureties shall be liable to the Owner for any cost or expense in excess of the Contract price occasioned thereby. In such event the Owner may Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 take possession of and utilize, in completing the construction of the project, any materials, tools, supplies, equipment, appliances, and plant belonging to the Prime Contractor or any of its subcontractors, which may be situated at the site of the Project. The Owner in such contingency may exercise any rights, claims or demands which the Prime Contractor may have against third persons in connection with this Contract and for such purpose the Prime Contractor does hereby assign, transfer and set over unto the Owner all such rights claims and demands. B. Liquidated Damages The time of the completion of construction of the project is of the essence of the contract. Should the Contractor neglect, refuse or fail to complete the construction within the time herein agreed upon, after giving effect to extensions of time, if any, herein provided, then, in that event and in view of the difficulty of estimating with exactness damages caused by such delay, the City shall have the right to deduct from and retain out of such money which may be then due or which may become due and payable to the Contractor the sum of FIFTY DOLLARS ($50.00) per day for each and every day, including weekends, that such construction is delayed on its completion beyond the specified time, as liquidated damages and not as a penalty; if the amount due and to become due from the City to the Contractor is insufficient to pay in full any such liquidated damages, the Contractor shall pay to the City the amount necessary to effect such payment in full: Provided, however, that the City shall promptly notify the Contractor in writing of the manner in which the amount retained, deducted or claimed as liquidated damages was computed. C. Cumulative Remedies Every right or remedy herein conferred upon or reserved to the Owner shall be cumulative, shall be in addition to every right and remedy now or hereafter existing at law or in equity or by statute, and the pursuit of any right or remedy shall not be construed as an election. Provided, however, that the provisions of the REMEDIESSECTION shall be the exclusive measure of damages for failure by the Prime Contractor to complete the construction of the Project within the time herein agreed upon. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 CITY OF DENTON GENERAL CONDITIONS FOR CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS GENERAL DEFINITIONS 1.1 The following definitions apply throughout these General Conditions and to the other Contract Documents: a) THE CONTRACT DOCUMENTS The Contract Documents consist of the formal Building Construction Services Agreement between the Owner and the Prime Contractor, these General Conditions and other supplementary conditions included by special provisions or addenda, drawings, specifications, addenda issued prior to execution of the Contract, other documents listed in the Contract, and Amendments issued after execution of the Contract. For purposes of these General Conditions, an Amendment is: (1)a written Supplemental Agreement to the Contract signed by authorized representatives of both parties; (2)a Change Order, including Change Orders signed only by the Owner as described in Subparagraph 7.1(b) and Subparagraph 7.1(e); or (3)a written order for a minor change in the Work issued by the Architect/Engineer as described in Paragraph 7.3. The Contract Documents also include bid documents such as the Owner’s Instructions to Bidders, sample forms, the Prime Contractor's Bid Proposal and portions of addenda relating to any of these documents, and any other documents, exhibits or attachments specifically enumerated in the Building Construction Services Agreement, but specifically exclude geotechnical and subsurface reports that the Owner may have provided to the Prime Contractor. b) THE CONTRACT The Contract Documents, as defined in Paragraph 1.1, are expressly incorporated into and made a part of the formal Building Construction Services Agreement between the Owner and the Prime Contractor by reference in this Paragraph and Paragraph 1.1 (which documents are sometimes also referred to collectively in these General Conditions as the “Contract”). The Contract Documents represent the entire and integrated agreement between the Owner and the Prime Contractor and supersede all prior negotiations, representations or agreements, either written or oral. The terms and conditions of the Contract Documents may be changed only by an Amendment. The Contract Documents shall not be construed to create a contractual relationship of any kind: Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (1)between the Architect/Engineer and Prime Contractor; (2)between the Owner and a Subcontractor or -subcontractor; or (3)between any persons or entities other than the Owner and Prime Contractor. The Architect/Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract Documents intended to facilitate performance of the Architect/Engineer’s duties. c) THE WORK The term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all labor, materials, equipment, and services provided or to be provided by the Prime Contractor, or any Subcontractors, Sub-subcontractors, material suppliers, or any other entity for whom the Prime Contractor is responsible, to fulfill the Prime Contractor’s obligations. The Work may constitute the whole or a part of the Project. d) THE PROJECT The Project is the total construction more particularly described in the Building Construction Services Agreement, of which the Work performed under the Contract Documents may be the whole or a part of the Project and which may include construction by the Owner or by separate contractors. All references in these General Conditions to or concerning the Work or the site of the Work will use the term “Project,” notwithstanding that the Work may only be a part of the Project. e) THE DRAWINGS The Drawings (also known as the “Plans”) are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. f) THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards, and workmanship for the Work, performance of related services, and other technical requirements. g) THE PROJECT MANUAL The Project Manual is the volume or volumes which contain the bidding requirements, sample forms, General Conditions for Building Construction, special provisions, and Specifications. The Project Manual may be modified by written addendums issued by the Owner during bidding, in which case the written addendums become a part of the Project Manual upon their issuance, unless otherwise indicated by the Owner in writing. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 h) ALTERNATE An Alternate is a variation in the Work on which the Owner requires a price separate from the City Building General Conditions Base Bid. If an Alternate is accepted by the Owner, the variation will become a part of the Contract through the execution of a change order or amendment to the Contract and the Base Bid will be adjusted to include the amount quoted. If an alternate is accepted by the Owner, and later deleted prior to any Work under the alternate being performed or materials delivered to the Project site, the Owner will be entitled to a credit in the full value of the alternate as priced in the Prime Contractor’s Bid. i) BASE BID The Base Bid is the price quoted for the Work before Alternates are considered. j) HAZARDOUS SUBSTANCE The term Hazardous Substance is defined to include the following: (1)any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non-friable; (2)any polychlorinated biphenyls (“PCBs”), or PCB-containing materials, or fluids; (3)radon; (4)any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or solid, liquid or gaseous waste; (5)any pollutant or contaminant (including but not limited to petroleum, petroleum hydrocarbons, petroleum products, crude oil or any fractions thereof, any oil or gas exploration or production waste, any natural gas, synthetic gas or any mixture thereof, lead, or other toxic metals) which in its condition, concentration or area of release could have a significant effect on human health, the environment, or natural resources; (6)any substance that, whether by its nature or its use, is subject to regulation or requires environmental investigation, monitoring, or remediation under any federal, state, or local environmental laws, rules, or regulations; (7)any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I) (including those defined by Section 9001(1) of the 1984 Hazardous and Solid Waste Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the Texas Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled with any substance; and (8) any other hazardous material, hazardous waste, hazardous substance, solid waste, and toxic substance as those or similar terms are defined under any federal, state, or local environmental laws, rules, or regulations. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 k) OTHER DEFINITIONS As used in the Contract Documents, the following additional terms have the following meanings: (1)“provide” means to furnish, install, fabricate, deliver and erect, including all services, materials, appurtenances and other expenses to complete in place, ready for operation or use; (2)“shall” means the action of the party to which reference is being made is mandatory; (3)“as required” means as prescribed in the Contract Documents; and (4)“as necessary” means all action essential or needed to complete the work in accordance with the Contract Documents and applicable laws, ordinances, construction codes, and regulations. 1.2 EXECUTION, CORRELATION AND INTENT (a)The Building Construction Services Agreement shall be signed by duly authorized representatives of the Owner and Prime Contractor as provided in the Agreement. (b)Execution of the Building Construction Services Agreement by the Prime Contractor is a representation that the Prime Contractor has visited the site, has become familiar with local conditions, including but not limited to subsurface conditions, under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. (c)The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Prime Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Prime Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. (d)Organization of the Specifications into divisions, sections, and articles, and arrangement of Drawings shall not control the Prime Contractor in dividing the Work among Subcontractor(s) or in establishing the extent of Work to be performed by any trade. (e)Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. (f)The Drawings and Specifications are intended to agree with one another, and Work called for by Drawings and not mentioned in Specifications, or vice versa, shall be furnished as if set forth by both. Specifications shall govern materials, methods and quality of work. In the event of a conflict on the Drawings between scale and dimension, figured dimensions Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 shall govern over scale dimensions and large scale drawings shall govern over small scale drawings. Conflict between two or more dimensions applying to a common point shall be referred to the Architect/Engineer/Engineer for final adjustment. If discrepancies or conflicts occur within or between the Drawings and Specifications regarding the Work, or within or between other Contract Documents, the Prime Contractor shall not perform such Work without having obtained a clarification from the Architect/Engineer and resolution by the Owner. The Owner's decision as to the appropriate resolution of a conflict or discrepancy shall be final. Should the Drawings or the Specifications disagree within themselves or with each other; the Base Bid will be based on the most expensive combination of quality and quantity of Work indicated. (g)Deviations from Contract Documents shall be made only after written approval is obtained from Architect/Engineer and Owner, as provided in Article 7. (h)The intention of the Contract Documents is to include all materials, labor, tools, equipment, utilities, appliances, accessories, services, transportation, and supervision required to completely perform the fabrication, erection and execution of the Work in its final position. (i)The most recently issued Drawing or Specification takes precedence over previous issues of the same Drawing or Specification. In the event of a conflict, the order of precedence of interpretation of the Contract Documents is as follows: (1)Amendments (see Paragraph 7.2 for order of precedence between Amendments); (2)the Building Construction Services Agreement; (3)addenda, with those addenda of later date having precedence over those of an earlier date; (4)the Supplementary General Conditions and Special Provisions, if any; (5)the General Conditions for Building Construction; (6)0the Specifications and Drawings. 1.3OWNERSHIP AND USE OF ARCHITECT/ENGINEER’S DRAWINGS, SPECIFICATIONS ANDOTHER DOCUMENTS All Drawings, Specifications, and copies thereof furnished by the Architect/Engineer are and shall remain the property of the Owner and are, with the exception of the Contract set for each party, to be returned to the Owner upon request at the completion of the Work. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 1.3 CAPITALIZATION Terms capitalized in these General Conditions include those which are: (1)specifically defined in these General Conditions (except the terms defined in Subparagraph 1.1(j), which terms are of common grammatical usage and are not normally capitalized); (2)the titles of numbered articles and identified references to Paragraphs, Subparagraphs, and Clauses; (3)the titles of other documents published or used by the Owner as manuals or official policy statements; or (4)proper nouns or other words required under standard grammatical rules to be capitalized. ARTICLE 2 - THE OWNER 2.1 DEFINITION OF OWNER The Owner is the City of Denton, a Texas municipal corporation, and is identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term “Owner”means the Owner or the Owner’s authorized representatives. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER (a)The Owner shall furnish the most recent survey describing the physical characteristics, legal limits, utility locations, and a permanent benchmark for the site of the Project. The Owner shall also furnish any environmental site assessments that may have been given to the Owner or conducted for the property upon which the Project is to be constructed. THIS INFORMATION IS FURNISHED TO THE PRIME CONTRACTOR ONLY IN ORDER TO MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER PURPOSE. BY FURNISHING THIS MATERIAL, THE OWNER DOES NOT REPRESENT, WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN WHOLE, IN PART, IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY, AND THE OWNER SHALL HAVE NO LIABILITY FOR THIS MATERIAL. (b)Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner shall secure and pay for necessary approvals, easements, assessments, and charges required for construction, use, or occupancy of permanent structures or for permanent changes in existing facilities. (c)Information or services under the Owner’s control shall be furnished by the Owner with reasonable promptness to avoid delay in the orderly progress of the Work. It is incumbent upon the Prime Contractor to identify, establish, and maintain a current schedule of latest dates for submittal and approval, as required in Paragraph 3.10, including when such information or services must be delivered. If Owner delivers the information or services to the Prime Contractor as scheduled and Prime Contractor is not prepared to accept or act on such information or services, then Prime Contractor shall reimburse Owner for all extra costs incurred of holding, storage, or retention, including redeliveries by the Owner to comply with the current schedule. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (d)Unless otherwise provided in the Contract Documents, the Prime Contractor will be furnished electronic copies of the Drawings and Specifications for bid purposes and one hard copy approved by Building Inspections upon execution of the Contract. Prime Contractor may obtain additional copies by paying the cost of additional printing or reproduction. (e)The obligations described above are in addition to other duties and responsibilities of the Owner enumerated in the Contract Documents and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion), and Article 11 (Insurance and Bonds). (f)The Owner shall forward all instructions to the Prime Contractor through the Architect/Engineer, except for the Owner's Notice to Proceed and the Owner’s decision to carry out Work as described in Paragraph 2.4. (g)The Owner’s employees, agents, and consultants may be present at the Project site during performance of the Work to assist the Architect/Engineer in the performance of the Architect/Engineer’s duties and to verify the Prime Contractor’s record of the number of workmen employed on the Work, their occupational classification, the time each is engaged in the Work, the equipment used in the performance of the Work, and for purpose of verification of Prime Contractor’s Applications for Payment. 2.3 OWNER’S RIGHT TO STOP THE WORK If the Prime Contractor fails to correct any portion of the Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or refuses or fails to carry out all or any part of the Work in accordance with the Contract Documents, the Owner, by written order, may order the Prime Contractor to stop the Work, or any portion of the Work, until the cause for the order has been eliminated. The right of the Owner however, to stop the Work shall not create or imply a duty on the part of the Owner to exercise this right for the benefit of the Prime Contractor or any other person or entity. The rights of the Owner under this Paragraph 2.3 shall be in addition to, and not in restriction of, the Owner’s rights under Paragraph 12.2. 2.4 OWNER’S RIGHT TO CARRY OUT THE WORK If the Prime Contractor fails or refuses to carry out the Work or perform any of the terms, covenants, or obligations of the Contract Documents, and fails or refuses to correct any failure or refusal with diligence and promptness within fourteen (14) days after receipt of written notice from the Owner, the Owner may correct the Prime Contractor’s failure or refusal or cause such failure or refusal to be corrected, without affecting, superseding, or waiving any other contractual, legal, or equitable remedies the Owner has, including but not limited to the Owner’s termination rights under Article 13. In that case, an appropriate Change Order will be issued deducting the Owner's cost of correction, including Architect/Engineer's compensation for additional services and expenses made necessary by the failure or refusal of the Prime Contractor from payments then or thereafter due to the Prime Contractor. The cost of correction is subject to verification (but not approval) by the Architect/Engineer. If payments then or thereafter due the Prime Contractor are not sufficient to cover the cost of correction, the Prime Contractor shall pay the difference to the Owner. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 2.5 NOTICE TO PROCEED After final execution of the Contract and receipt and approval of the required performance and payment bonds and evidence of required insurance, the Owner will issue a written Notice to Proceed with the Work, including the designated Contract Time within which Substantial Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a written Notice to Proceed through no fault of the Prime Contractor, the Prime Contractor shall be entitled only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the requirements of Paragraph 4.3; but the Prime Contractor shall not be entitled to any increase to the Contract Sum whatsoever for this reason. ARTICLE 3 - THE CONTRACTOR 3.1 DEFINITION OF CONTRACTOR The Prime Contractor is the person or business entity identified as such in the Building Construction Services Agreement, and is referred to throughout the Contract Documents as if singular in number. The term “PrimeContractor” means the Prime Contractor or the Prime Contractor’s authorized employees or representatives. 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR (a)The Prime Contractor shall carefully check, study, and compare the Contract Documents with each other and shall at once report to the Architect/Engineer in writing any inconsistency, ambiguity, error, omission, conflict, or discrepancy the Prime Contractor may discover. The Prime Contractor shall also verify all dimensions, field measurements, and field conditions before laying out the Work. The Prime Contractor will be held responsible for any subsequent error, omission, conflict, or discrepancy which might have been avoided by the above-described check, study, comparison, and reporting. In the event the Prime Contractor continues to work on an item where an inconsistency, ambiguity, error, omission, conflict, or discrepancy exists without obtaining such clarification or resolution or commences an item of the Work without giving written notice of an error, omission, conflict, or discrepancy that might have been avoided by the check, study, and comparison required above, it shall be deemed that the Prime Contractor bid and intended to execute the more stringent, higher quality, or state of the art requirement, or accepted the condition “as is” in the Contract Documents, without any increase to the Contract Sum or Contract Time. The Prime Contractor shall also be responsible to correct any failure of component parts to coordinate or fit properly into final position as a result of Prime Contractor's failure to give notice of and obtain a clarification or resolution of any error, omission, conflict, or discrepancy, without any right to any increase to the Contract Sum or Contract Time. (b)The Prime Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.12. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES (a)The Prime Contractor shall supervise and direct the Work, using the Prime Contractor’s best skill and attention. The Prime Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work, unless the Contract Documents set forth specific instructions concerning these matters. (b)The Prime Contractor shall be responsible to the Owner for the acts and omissions of the PrimeContractor’s employees, Subcontractors, Sub-subcontractors, and their respective agents and employees, and any other persons performing portions of the Work under a subcontract with the Prime Contractor, or with any Subcontractor, and all other persons or entities for which the Prime Contractor is legally responsible. All labor shall be performed by mechanics that are trained and skilled in their respective trades. Standards of work required throughout shall be of a quality that will bring only first class results. Mechanics whose work is unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise objectionable shall be dismissed promptly from the Work and immediately replaced with competent, skilled personnel. Any part of the Work adversely affected by the acts or omissions of incompetent, unskilled, careless, or objectionable personnel shall be immediately corrected by the Prime Contractor. (c)The Prime Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer’s administration of the Contract, or by tests, inspections, or approvals required or performed by persons other than the Prime Contractor. (d)The Prime Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. The Prime Contractor's responsibility under this paragraph will not in any way eliminate the Architect/Engineer's responsibility to the Owner under the Architect/Engineer/Owner Agreement. (e)Any Prime Contractor, Subcontractor, Sub-subcontractor, or separate contractor who commences Work over, in, or under any surface prepared by the Owner or by any other contractor, subcontractor, sub-subcontractor or any separate contractor, without the Prime Contractor having given written notice to the Architect/Engineer of the existence of any faulty surface or condition in the surface that prevents achieving the quality of workmanship specified by the Contract Documents and without having obtained the prior approval of the Architect/Engineer and the Owner to proceed is deemed to have accepted the surface or condition in the surface as satisfactory at the commencement of such Work. Any unsatisfactory Work subsequently resulting from such a faulty surface or condition in the surface that was not pre-approved by the Architect/Engineer or the Owner after notice as provided above may be rejected and replacement required, without any increase to the Contract Sum or Contract Time. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (f)All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing basis by the Prime Contractor. The Prime Contractor is solely responsible for any errors made in establishing or maintaining proper grades, lines, levels, or benchmarks. Contractor shall verify all grades, lines, levels, and dimensions as indicated on Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to Architect/Engineer before commencing any Work affected by these conditions. Contractor shall establish and safeguard benchmarks in at least two widely separated places and, as Work progresses, establish benchmarks at each level and lay out partitions on rough floor in exact locations as guides to all trades. The Contractor shall, from the permanent benchmark provided by the Owner, establish and maintain adequate horizontal and vertical control. 3.4 LABOR AND MATERIALS (a)Except as is otherwise specifically provided in the Contract Documents as being the responsibility of the Owner, the Prime Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. (b)The Prime Contractor shall enforce strict discipline and good order among the Prime Contractor’s employees and all other persons carrying out the Contract. The Prime Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. (c)The Prime Contractor shall give preference, when qualified labor is available to perform the Work to which the employment relates, to all labor hired for the Project in the following order: (1)residents of the City of Denton, Texas; (2)residents of the County of Denton, Texas; 3.5 WARRANTY (a)General Warranty. The Contractor warrants to the Owner that all Work shall be accomplished in a good and workmanlike manner and that all materials and equipment furnished under the Contract will be of good quality, new (unless otherwise specified), and free from faults or defects, and that the Work will otherwise conform to the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, will be considered defective or nonconforming. The Contractor’s warranty excludes any remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect/Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The commencement date, duration, and other conditions related to the scope of this general warranty are established in Subparagraphs Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS AND RE-EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER TO THE CONTRACTOR WITHIN A PERIOD OF TWO (2) YEARS AFTER SUBSTANTIAL COMPLETION OF THE ENTIRE WORK; OR, IF A LATENT DEFECT IS DISCOVERED WITHIN TWO YEARS OF SUBSTATIONAL COMPLETION OF THE ENTIRE WORK. (b)Special Warranties. The Contractor shall assign to the Owner in writing, as a condition precedent to final payment, the terms and conditions of all special warranties required under the Contract Documents. 3.6 TAXES The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 3.7 PERMITS, FEES AND NOTICES (a)The Architect/Engineer will apply and arrange for the issuance of the City of Denton Building Permit. The Prime Contractor and Subcontractors will apply and arrange for the issuance of all other required permits, and will not be required to pay a fee for any City of Denton permits required for the Project. The Owner will pay all service extension charges, including tap fees, assessed by the Water Utilities Department. (b)The Prime Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of governmental entities or agencies applying to performance of the Work. (c)Except as provided in Subparagraph (d) below, it is not the Prime Contractor’s responsibility to ascertain that the Contract Documents are in accordance with applicable laws, ordinances, construction codes, and rules and regulations. However, if the Prime Contractor observes that portions of the Contract Documents are at variance with applicable laws, ordinances, construction codes, rules or regulations, the Prime Contractor shall promptly notify the Architect/Engineer and the Owner in writing, and necessary changes shall be accomplished by appropriate Amendment. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (d)If the Prime Contractor performs Work knowing it to be contrary to laws, ordinances, construction codes, or rules and regulations without notifying the Architect/Engineer and the Owner, the Prime Contractor shall assume full responsibility for the Work and shall bear the attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. 3.8 ALLOWANCES (a)The Prime Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for the amounts identified in the Contract and by persons or entities as the Owner may direct, but the Prime Contractor shall not be required to employ persons or entities against which the Prime Contractor makes reasonable objection. (b)Unless otherwise provided in the Contract Documents: (1)materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work; (2)the amount of each allowance shall cover the cost to the Prime Contractor of materials and equipment delivered at the site less all exempted taxes and applicable trade discounts; (3)the amount of each allowance includes the Prime Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance Work; (4)whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect: (i) the difference between actual costs and the allowances under Clause (b) (2); and (ii) changes in Contractor’s costs under Clause (b) (3); (5)the Owner retains the right to review and approve Subcontractors selected by the Prime Contractor to perform work activities covered by allowances. 3.9 SUPERINTENDENT The Prime Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project Site during performance of the Work. The superintendent shall represent the Prime Contractor, and communications given to the superintendent shall be as binding as if given to the Prime Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The Owner reserves the right to request that the Prime Contractor replace its superintendent at any time and the Prime Contractor will replace said superintendent at the Owner’s direction. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 3.10 PRIME CONTRACTOR’S CONSTRUCTION SCHEDULES (a)The Prime Contractor shall, immediately after award of the Contract and before submittal of the first Application for Payment, prepare and submit the construction schedule for the Architect/Engineer's and Owner's information, review, and approval in accordance with the following provisions: (1) Unless otherwise approved in writing by the Owner, the construction schedule shall not exceed the Contract Time limits currently in effect under the Contract Documents and shall provide for expeditious and practicable execution of the Work. (2) The construction schedule shall include all shop drawing and submittal data requirements, indicating for each: (i) the latest date to be submitted by the Prime Contractor; and (ii) the latest date for approval by the Architect/Engineer. (3) The construction schedule shall be in the form of a critical path management schedule, and shall indicate each critical task (the “predecessor”) of all the major construction activities of the Work in a logical and sequential order (the “project network”) which requires completion prior to commencement of the task next following (the “successor”). Each task shall be identified with: (i) actual work time, exclusive of slack time, for accomplishment; (ii) the latest start date; (iii) the latest finish date; (iv) the amount of float associated with each task; (v) the amount of labor, material, and equipment associated with each task; and (vi) the percentage of completion as of the date of the current schedule. (4) The construction schedule shall be revised and updated monthly to reflect the actual status of the Work and shall be submitted with each Application for Payment. (5) On or before the first day of each month, following the date of commencement of the Work as stated in the notice to proceed, the Prime Contractor shall prepare and submit to the Architect/Engineer and the Owner an up-to-date status report of the progress of the various construction phases of the Work in the form of an updated construction schedule. This status report shall consist of a time scale drawing indicating actual progress of the various phases of the Work and the percentage of completion of the entire Work. The original construction schedule shall be updated or changed to indicate any adjustments to the Contract Time granted by the Owner. The updated schedule must be submitted with the Prime Contractor’s Application for Payment. No such application will be certified without a satisfactory update to the construction schedule. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (6) The construction schedule will also be revised to show the effect of change orders and other events on Contract Time. No request for an increase in Contract Time will be considered unless it is accompanied by a schedule revision demonstrating the amount of time related to the cause of the request. If the Contractor’s status schedules reflect that the Prime Contractor has fallen behind the pace required to complete the Work within the Contract Time, through no fault of the Owner, the Prime Contractor shall prepare a recovery schedule demonstrating how it intends to bring its progress back within the Contract Time. This recovery schedule shall be in a form acceptable to the Owner. (7) Costs incurred by the Prime Contractor in preparing and maintaining the required construction schedule, any updated schedule, and any recovery schedule required by the Owner will not be paid as an additional or extra cost and shall be included in the Contract Sum. (8) The Contract Sum is deemed to be based upon a construction schedule requiring the full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE ALLOWED AS A RESULT OF THE PRIME CONTRACTOR BASING HIS BID ON AN EARLY COMPLETION SCHEDULE, OR AS A RESULT OF DELAYS AND COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE PLANNED EARLY COMPLETION DATE. (b)The Prime Contractor shall also prepare and keep current, for the Architect/Engineer’s approval, a schedule of submittals which is coordinated with the Prime Contractor’s construction schedule and allows the Architect/Engineer reasonable time to review submittals. (c)The Prime Contractor shall conform to the most recent schedules approved as to form by the Architect/Engineer and the Owner. Any subsequent revisions made by the Prime Contractor to schedules in effect shall conform to the provisions of Subparagraph 3.10(a) (d)If the Work falls behind the approved construction schedule, the Prime Contractor shall take such steps as may be necessary to improve his progress, and the Architect/Engineer and the Owner may require him to increase the number of shifts, overtime operations, days of work, or the amount of construction plant, and to submit for approval revised schedules in the form required above in order to demonstrate the manner in which the agreed rate of progress will be regained, all without additional cost to the Owner. 3.11 DOCUMENTS AND SAMPLES AT THE PROJECT SITE The Contractor shall maintain at the Project site for the Owner one record copy of the Drawings, Specifications, addenda, and Amendments in good order and marked currently to record changes and selections made during construction, and in addition shall maintain at the Project site approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be available to the Architect/Engineer and shall be delivered to the Architect/Engineer for submittal to the Owner upon completion of the Work. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES (a)Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, materialmen, manufacturer(s), supplier(s), or distributor(s) to illustrate some portion of the Work. (b)Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. (c)Samples are physical examples which illustrate materials, equipment, or workmanship and establish standards by which the Work will be judged. (d)Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Architect/Engineer is subject to the limitations of Paragraph 4.2. (e)The Prime Contractor shall review, approve and submit to the Architect/Engineer Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner, or of separate contractors. Submittals made by the Prime Contractor which are not required by the Contract Documents may be returned without action. (f)The Prime Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples, or similar submittals until the respective submittal has been approved by the Architect/Engineer. Work requiring this submittal and review shall be in accordance with approved submittals and any identified exceptions noted by the Architect/Engineer. (g)By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Prime Contractor represents that the Prime Contractor has determined and verified materials, field measurements, and related field construction criteria, or will do so, and has checked and coordinated the information contained within submittals with the requirements of the Work and of the Contract Documents. The Prime Contractor's attention is directed to Paragraph 3.2 of these General Conditions and the requirements stated in that Paragraph. (h)The Prime Contractor shall not be relieved of responsibility for deviations, substitutions, changes, additions, deletions or omissions from requirements of the Contract Documents by the Architect/Engineer's approval of Shop Drawings, Product Data, Samples, or similar submittals unless the Prime Contractor has specifically informed the Architect/Engineer in writing of such substitutions, changes, additions, deletions, omissions, or deviations involved in the submittal at the time of submittal and the Architect/Engineer, subject to a formal Change Order signed by the Owner, Architect/Engineer and Prime Contractor, has given written approval to the specific substitutions, changes, additions, deletions, omissions, or deviations. The Prime Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals by the Architect/Engineer's approval thereof. Further, notwithstanding any approval of a submittal by the Architect/Engineer, the Prime Contractor shall be responsible for all associated Project costs, including costs of coordination’s, modifications, or impacts, direct Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 or indirect, resulting from any and all substitutions, changes, additions, deletions, omissions, or deviations, whether or not specifically identified by the Prime Contractor to the Architect/Engineer at the time of the above-mentioned submittals, including additional consulting fees, if any, in any and all accommodations associated with such substitutions, changes, additions, deletions, omissions, or deviations to the requirements of the Contract Documents. (i)The Prime Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to additional revisions other than those requested by the Architect/Engineer on previous submittals. In the absence of such written notice, the Architect/Engineer’s approval of a resubmission shall not apply to the additional revisions not requested. (j)Informational submittals upon which the Architect/Engineer is not expected to take responsive action may be so identified in the Contract Documents. (k)When professional certification of performance criteria of materials, systems, or equipment is required by the Contract Documents, the Architect/Engineer shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. 3.13 USE OF THE PROJECT SITE The Prime Contractor shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the Project site with materials or equipment. 3.14 CUTTING AND PATCHING (a)The Prime Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. (b)The Prime Contractor shall not damage or endanger a portion of the Work or any fully or partially completed construction of the Owner or separate contractors by cutting, patching, or otherwise altering the construction, or by excavating. The Prime Contractor shall not cut or otherwise alter the construction by the Owner or a separate contractor except with the written consent of the Owner and of the separate contractor; consent shall not be unreasonably withheld. The Prime Contractor shall not unreasonably withhold from the Owner or a separate contractor the Prime Contractor’s consent to cutting or otherwise altering the Work. (c)A“Hot Work Permit”must be obtained from the City of Denton’s Facilities Management Department, 869 S. Woodrow Lane, Denton, Texas (940 349-7200) for any temporary operation involving open flames or producing heat and/or sparks. This includes, but is not limited to: Brazing, Cutting, Grinding, Soldering, Torch Applied Roofing and Welding. 3.15 CLEANING UP (a)The Prime Contractor shall keep the Project site and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. Upon the completion of the Work the Prime Contractor shall remove from and about the Project site all waste materials, and rubbish, and all of the Prime Contractor’s tools, construction equipment, machinery, and surplus materials. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (b)If the Prime Contractor fails to clean up as provided in the Contract Documents, the Owner may, at Owner’s option, clean up the Project site, and the Owner’s cost of cleaning up shall be charged to the Contractor. 3.16 ACCESS TO WORK The Prime Contractor shall provide the Owner and the Architect/Engineer access to the Work in preparation and progress wherever located during the course of construction. 3.17 TESTS AND INSPECTIONS (a)Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations, or orders of governmental entities or agencies having jurisdiction over the Work shall be made at appropriate times. Unless otherwise provided, the Prime Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appropriate governmental entity or agency, and the Prime Contractor shall bear all related costs of tests, inspections, and approvals. The Prime Contractor shall give the Architect/Engineer timely notice of when and where tests and inspections are to be made so the Architect/Engineer may observe such procedures. The Owner shall bear costs of tests, inspections, or approvals which become requirements after bids or proposals are received. (b)If the Architect/Engineer, the Owner or other public authorities having jurisdiction over the Work determine that portions of the Work require additional testing, inspection or approval not included under Subparagraph 3.17(a), the Architect/Engineer will, upon written authorization from the Owner, instruct the Prime Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Prime Contractor shall give timely notice to the Architect/Engineer of when and where tests and inspections are to be made so that the Architect/Engineer may observe such procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c). (c)If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b) reveal deficiencies or nonconformities in the Work, the Prime Contractor shall bear all costs made necessary to correct the deficiencies or nonconformities, including those of repeated procedures and compensation for the Architect/Engineer’s services and expenses, if any. The Prime Contractor shall bear the costs of any subsequent testing, inspection, or approval of the corrected Work. (d)Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Prime Contractor and promptly delivered to the Architect/Engineer. (e)If the Architect/Engineer is to observe tests, inspections or approvals required by the Contract Documents, the Architect/Engineer will do so promptly and, where practicable, at the normal place of testing or inspection. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (f)Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 3.18 ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. CONTRACTOR SHALL COMPLETELY DEFEND, INDEMNIFY AND HOLD OWNER AND ARCHITECT/ENGINEER HARMLESS FROM ANY AND ALL LIABILITIES, SUITS OR CLAIMS FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF WHETHER OR NOT THE OWNER OR THE ARCHITECT/ENGINEER SPECIFIED A PARTICULAR DESIGN, PROCESS OR PRODUCT IN THE CONTRACT DOCUMENTS THAT MAY BE THE SUBJECT OF A PATENT INFRINGEMENT OR OTHERWISE ACTIVELY INDUCED OR CONTRIBUTED TO THE PATENT INFRINGEMENT. In the event the Prime Contractor has reason to believe that a particular design, process or product specified infringes a patent, the Prime Contractor shall immediately notify the Owner and the Architect/Engineer of same. 3.19 INDEMNIFICATION (a)THE PRIME CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE ARCHITECT/ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS, LIABILITIES, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE PRIME CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, OR SUB-SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE PRIME CONTRACTOR IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, OR OF THE ARCHITECT/ENGINEER, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER, AND THE ARCHITECT/ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE OWNER UNDER TEXAS LAW, AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER THIRD PERSON OR ENTITY. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (b)In claims against any person or entity indemnified under this Paragraph 3.19 by an employee of the Prime Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Prime Contractor or any Subcontractor, under workers compensation acts, disability benefit acts or other employee benefit acts. (c)Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Architect/Engineer pursuant to State or Federal laws or regulations relating to pollution of the environment and State or Federal laws or regulations relating to the occupational safety and health of workers. The Prime Contractor specifically agrees to comply with the above- mentioned laws and regulations in the performance of the Work by the Prime Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Architect/Engineer under the above-mentioned laws and regulations are secondary to those of the Prime Contractor. ARTICLE 4 - CONTRACT ADMINISTRATION 4.1 THE DESIGN PROFESSIONAL (ARCHITECT/ENGINEER) (a)The design professional is the person lawfully licensed to practice architecture or engineering or a firm or other business entity lawfully practicing architecture/engineering identified as such in the formal Building Construction Services Agreement and is referred to throughout the Contract Documents as if singular in number. The term “Architect/Engineer” means the Architect/Engineer or the Architect/Engineer’s authorized representative. The Owner may, at its option, designate a qualified Owner representative to serve as the Architect/Engineer on the Project instead of an outside firm or person. In such event, the references in these General Conditions that refer to the Architect/Engineer shall apply to the Owner-designated Architect/Engineer representative and the Owner- designated Architect/Engineer representative shall be accorded that same status by the Prime Contractor. (b)In the event the Architect/Engineer is an outside person or firm and the Architect/Engineer's employment is terminated, the Owner may, at its option, contract with a new outside Architect/Engineer to replace the former, or may designate a qualified Owner representative to serve as the Architect/Engineer. The replacement Architect/Engineer, whether an Owner representative, an independent Architect/Engineer or any other qualified person or entity, shall be regarded as the Architect/Engineer for all purposes under the Contract Documents and shall be accorded that same status by the Prime Contractor. Any dispute in connection with such appointment shall be reviewed and settled by the Owner, whose decision shall be final and binding. (c)Owner reserves the right to appoint a representative empowered to act for the Owner during the Construction Phase and to supersede the Architect/Engineer’s Construction Phase responsibility. Similarly, from time to time the Owner may expand or reduce the Owner’s delegation of powers to the Architect/Engineer, with the Owner notifying the Prime Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 Contractor of any such changes. The Architect/Engineer shall not be construed as a third party beneficiary to the Contract and can in no way object to any expansion or reduction of powers as set forth in this Subparagraph (c). In no event, however, shall the Owner have control over charge of, or be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions or programs in connection with the Work since these are solely the Contractor’s responsibility. The Owner will not be responsible for the Prime Contractor’s failure to carry out the Work in accordance with the Contract Documents. The Owner will not have control over or charge of and will not be responsible for acts or omissions of Prime Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 4.2 ARCHITECT/ENGINEER’S RESPONSIBILITIES DURING CONSTRUCTION (a)The Architect/Engineer will administer the Contract as described in the Contract Documents and in accordance with the terms of the Architect/Engineer's agreement with the Owner, where applicable, subject to the direction and approval of the Owner. If requested by the Prime Contractor, the provisions of the Owner/Architect/Engineer Agreement will be made available to the Prime Contractor. (b)The Architect/Engineer shall provide, during performance of the Work, adequate and competent periodic on-site construction observation, periodically visiting the Project site to the extent necessary to personally familiarize themselves with the progress and quality of the Work, and to determine if the Work is proceeding in accordance with the Contract Documents. The Architect/Engineer shall not, however, be required to make continuous on-site inspections to check the Work. Field reports of each visit shall be prepared by the Architect/Engineer and submitted to the Owner. The Architect/Engineer shall employ all reasonable measures to safeguard the Owner against defects and nonconformities in the Work. The Architect/Engineer shall not be responsible for the construction means, methods, techniques, sequences of procedures, nor for the safety precautions and programs employed in connection with the Work. The Architect/Engineer will, however, immediately inform the Owner whenever defects or nonconformities in the Work are observed, or when any observed actions or omissions are undertaken by the Prime Contractor or any Subcontractor which are not in the best interests of the Owner or the Project. (c)The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Prime Contractor’s responsibility as provided in Paragraph 4.3. The Architect/Engineer and the Owner will not be responsible for the Prime Contractor’s failure to carry out the Work in accordance with the Contract Documents. The Architect/Engineer and the Owner will not have control over or charge of and will not be responsible for acts or omissions of the Prime Contractor, Subcontractors, Sub-subcontractors, or their respective agents or employees, or of any other persons performing portions of the Work for which the Prime Contractor is responsible. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (d)Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Prime Contractor shall endeavor to communicate through the Architect/Engineer. Communications by and with the Architect/Engineer’s consultants shall be through the Architect/Engineer. Communications by and with Subcontractors and material suppliers shall be through the Prime Contractor. Communications by and with separate contractors will be through the Owner. The Prime Contractor shall provide written confirmation of communications made directly with the Owner and provide copies of such confirmation to the Architect/Engineer. (e)Based on the Architect/Engineer’s observations and evaluations of the Prime Contractor’s Applications for Payment, the Architect/Engineer will review and certify the amounts due the Prime Contractor and will issue Certificates for Payment in such amounts. (f)The Architect/Engineer and the Owner will each have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect/Engineer considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect/Engineer will have authority to require additional inspection or testing of the Work in accordance with Subparagraphs 3.17(b) and 3.17(c), whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect/Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to any duty or responsibility of the Architect/Engineer to the Prime Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing portions of the Work. (g)The Architect/Engineer will review and approve or take other appropriate action upon the PrimeContractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect/Engineer’s action will be taken with such reasonable promptness as to not delay the Work or the activities of the Owner, Contractor, or separate contractors. 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, all of which remain the responsibility of the Prime Contractor as required by the Contract Documents. The Architect/Engineer’s review of the Prime Contractor’s submittals shall not relieve the Prime Contractor of any obligations under Paragraphs 3.3, 3.5, and 3.12. The Architect/Engineer’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated in writing by the Architect/Engineer, of any construction means, methods, techniques, sequences, or procedures. The Architect/Engineer’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. (h)The Architect/Engineer will prepare Change Orders and may authorize minor changes in the Work as provided in Paragraph 7.3. (i)The Architect/Engineer will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner for the Owner’s review and records written warranties and related documents Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 required by the Contract and assembled by the Prime Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. (j)If the Owner and Architect/Engineer agree, the Architect/Engineer will provide one or more Project representatives to assist in carrying out the Architect/Engineer’s responsibilities at the site. The duties, responsibilities, and limitations of authority of such Project representatives shall be as set forth in an exhibit to be incorporated into the Contract Documents. (k)The Architect/Engineer will interpret and make recommendations to the Owner concerning performance under and requirements of the Contract Documents upon written request of either the Owner or Contractor. The Architect/Engineer’s response to such requests will be made with reasonable promptness and within any time limits agreed upon. The Architect/Engineer shall secure the Owner’s written approval before issuing instructions, interpretations, or judgments to the Prime Contractor which change the scope of the Work or which modify or change the terms and conditions of any of the Contract Documents. (l)Interpretations and decisions of the Architect/Engineer will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of Drawings. When making such interpretations and decisions, the Architect/Engineer will endeavor to secure faithful performance by the Prime Contractor. (m)The Architect/Engineer’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents; provided that the Architect/Engineer has the prior written approval of the Owner. 4.3 CLAIMS AND DISPUTES (a)Definition; General Notice of Claim Procedure. As used in these General Conditions, a “Claim” means a demand or assertion by one of the parties to the Contract seeking an adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract Time, or some other relief in respect to the terms of the Contract Documents. The term also includes all other disputes between the Owner and the Contractor arising out of or relating to the Project or the Contract Documents, including but not limited to claims that work was outside the scope of the Contract Documents. The responsibility to substantiate the Claim and the burden of demonstrating compliance with this provision shall rest with the party making the Claim. Except where otherwise provided in the Contract Documents, a Claim by the Prime Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, WITHOUT EXCEPTION, MUST BE MADE BY WRITTEN NOTICE TO THE ARCHITECT/ENGINEER AND TO THE OWNER WITHIN FOURTEEN (14) DAYS IMMEDIATELY AFTER OCCURRENCE OF THE EVENT OR EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the Prime Contractor, whether for additional compensation, additional time, or other relief, including but not limited to claims arising from concealed conditions, shall be signed and sworn to by an authorized corporate officer (if not a corporation, then an official of the company authorized to bind the Prime Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 Contractor by his signature) of the Prime Contractor, verifying the truth and accuracy of the Claim. THE PRIME CONTRACTOR SHALL BE CONCLUSIVELY DEEMED TO HAVE WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE PROCEDURES AND TIME LIMITS SET OUT IN THIS PARAGRAPH. (b)Referral to the Architect/Engineer. Claims, disputes, and other matters in question between the Prime Contractor and the Owner relating to the progress or execution of the Work or the interpretation of the Contract Documents shall be referred to the Architect/Engineer for recommendation to the Owner, which recommendation the Architect/Engineer will furnish in writing within a reasonable time, provided proper and adequate substantiation has been received. Failure of the Prime Contractor to submit the Claim to the Architect/Engineer for rendering of a recommendation to the Owner shall constitute a waiver of the Claim. (c)Continuing Contract Performance. Pending final resolution of a claim the Prime Contractor shall proceed diligently with performance of the Work and the Owner shall continue to make payments in accordance with the Contract Documents. (d)Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time associated with concealed or unknown conditions will normally be considered or allowed; provided, however, that the Contract Sum or Time may be adjusted by the Owner in such circumstances only if: (1)a concealed subsurface condition is encountered in the course of performance of the Work; (2)a concealed or unknown condition in an existing structure is at variance with conditions indicated by the Contract Documents; or (3)an unknown physical condition is encountered below the surface of the ground or in an existing structure which is of an unusual nature and materially different from those ordinarily encountered and generally recognized as inherent in the character of the Work; and (4)a notice of claim with proper and adequate substantiation is presented pursuant to Subparagraph 4.3(a) of these General Conditions; and (5)the Owner and the Architect/Engineer determine that: (i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to fully inspect the portion of the Project site where the condition was discovered; and (ii) the work caused or required by the concealed or unknown condition at issue can be considered extra work to the extent that additional new Drawings must be prepared and issued and new construction beyond the scope of the Contract Documents is required. (e)Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE ASSESSMENTS) PROVIDED BY THE OWNER AND THE ARCHITECT/ENGINEER IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE PRIME CONTRACTOR AT THE PRIME CONTRACTOR’S OWN RISK. THE Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 OWNER AND THE ARCHITECT/ENGINEER DO NOT GUARANTEE OR WARRANT ANY INFORMATION SHOWN IN THE PROJECT SITE INFORMATION AND REPORTS. (f)Claims for Additional Cost. If the Prime Contractor wishes to make a claim for an increase in the Contract Sum, written notice as provided in this Paragraph 4.3 shall be given before proceeding to execute the Work. Prior notice is not required for claims relating to an emergency endangering life or property arising under Paragraph 10.3. In addition, the Prime Contractor's request for an increase in the Contract Sum for any reason (other than work performed under emergency conditions) shall be made far enough in advance of required work to allow the Owner and the Architect/Engineer a sufficient amount of time, without adversely affecting the construction schedule, to review the request, prepare and distribute such additional documents as may be necessary to obtain suitable estimates or proposals and to negotiate, execute and distribute a Change Order for the required work if the Prime Contractor believes that additional cost is involved for reasons including but not limited to: (1)a written interpretation from the Architect/Engineer; (2)a written order for a minor change in the Work issued by the Architect/Engineer; (3)failure of payment by the Owner; (4)termination of the Contract by the Owner; (5)the Owner’s temporary suspension of all or any portion of the Work where the Prime Contractor was not at fault; or (6)other reasonable grounds. (g)Injury or Damage to Person or Property. If the Prime Contractor suffers injury or damages to person or property because of an act or omission of the Owner, or of any of the Owner's officers, employees or agents, written, sworn-to notice of any claim for damages or injury shall be given as provided in Subparagraph 4.3(a). The notice shall provide sufficient detail to enable the Architect/Engineer and the Owner to investigate the matter. (h)Subcontractor Pass-Through Claims. In the event that any Subcontractor of the Prime Contractor asserts a claim to the Prime Contractor, that the Prime Contractor seeks to pass through to the Owner under the Contract Documents, any entitlement of the Prime Contractor to submit and assert the claim against the Owner shall be subject to: (1)the requirements of Paragraph 4.3 of these General Conditions; and (2)the following additional three requirements listed below, all three of which additional requirements shall be conditions precedent to the entitlement of the Prime Contractor to seek and assert such claim against the Owner: Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (ii) The Prime Contractor shall either (A) have direct legal liability as a matter of contract, common law, or statutory law to the Subcontractor for the claim that the Subcontractor is asserting or (B) the Prime Contractor shall have entered into a written liquidating agreement with the Subcontractor, under which agreement the Prime Contractor has agreed to be legally responsible to the Subcontractor for pursuing the assertion of such claim against the Owner under the Contract and for paying to the Subcontractor any amount that may be recovered, less Prime Contractor’s included markup (subject to the limits in the Contract Documents for any markup). The liability or responsibilities shall be identified in writing by the Prime Contractor to the Owner at the time such claim is submitted to Owner, and a copy of any liquidating agreement shall be included by the Prime Contractor in the claim submittal materials. (ii) The Prime Contractor shall have reviewed the claim of the Subcontractor prior to its submittal to Owner and shall have independently evaluated such claim in good faith to determine the extent to which the claim is believed in good faith to be valid. The Prime Contractor shall also certify, in writing and under oath to the Owner, at the time of the submittal of such claim, that the Prime Contractor has made a review, evaluation, and determination that the claim is made in good faith and is believed by the Contractor to be valid. (iii) The Subcontractor making the claim to the Prime Contractor shall certify in writing and under oath that it has compiled, reviewed and evaluated the merits of such claim and that the claim is believed in good faith by the Subcontractor to be valid. A copy of the certification by the Subcontractor shall be included by Prime Contractor in the claim submittal materials made by Contractor to the Owner... (3)Any failure of the Prime Contractor to comply with any of the foregoing requirements and conditions precedent with regard to any such claim shall constitute a waiver of any entitlement to submit or pursue such claim against Owner. (4)Receipt and review of a claim by the Owner under this Subparagraph shall not be construed as a waiver of any defenses to the claim available to the Owner under the Contract Documents or by applicable law. (i) Owner’s Right to Order Acceleration and to Deny Claimed and Appropriate Time Extensions, in Whole or in Part. The Prime Contractor acknowledges and agrees that Substantial Completion of the Work by or before the Scheduled Completion Date is of substantial importance to Owner. The following provisions, therefore, will apply: (1)If the Prime Contractor falls behind the approved construction schedule for whatever reason, the Owner shall have the right, in the Owner’s sole discretion, to order the Prime Contractor to develop a recovery schedule as described in Paragraph 3.10 or to accelerate its progress in such a manner as to achieve Substantial Completion on or before the Contract Time completion date or such other date as the Owner may reasonably direct and, upon receipt, the Prime Contractor shall take all action necessary to comply with the order. In such event, any possible right, if any, of the Prime Contractor to additional compensation for any acceleration shall be subject to the terms of this Subparagraph (i). Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (2)In the event that the Prime Contractor is otherwise entitled to an extension of Contract Time and has properly initiated a Claim for a time extension in accordance with Subparagraph 4.3(a) above, the Owner shall have the right, in the Owner’s sole discretion, to deny all, or any part, of the Claim for extension of Contract Time by giving written notice to the Prime Contractor provided within fourteen (14) days after receipt of the Prime Contractor's Claim. If the Owner denies the Prime Contractor's claim for an extension of Contract Time under this Clause (i)(2), either in whole or in part, the Prime Contractor shall proceed to prosecute the Work in such a manner as to achieve Substantial Completion on or before the then existing Scheduled Completion Date. (3)If the Prime Contractor would have been entitled to a time extension for a reason specifically allowed under the Contract Documents, for an amount of time that would have justified approval by the Owner if not for the need and right to accelerate, the Prime Contractor may initiate a Claim for acceleration costs pursuant to Subparagraph 4.3(a). Any resulting Claim for acceleration costs properly initiated by the Prime Contractor under Subparagraph 4.3(a) above shall be limited to those reasonable and documented direct costs of labor, materials, equipment, and supervision solely and directly attributable to the actual acceleration activity necessary to bring the Work back within the then existing approved construction schedule. These direct costs include the premium portion of overtime pay, additional crew, shift, or equipment costs if requested in advance by the Contractor and approved in writing by the Owner. A percentage markup for the prorated cost of premium on the existing performance and payment bonds and required insurance; provided however, not to exceed five (5%) per cent, will be allowed on the claimed acceleration costs. NO OTHER MARKUP FOR PROFIT, OVERHEAD (INCLUDING BUT NOT LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be liable for any costs related to an acceleration claim other than those described in this Clause (i) (3). (i)Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver of claims by the Owner except those arising from: (1)claims, security interests, purported liens, or other attempted encumbrances arising out of the Contract and remaining unsettled; (2)defective or nonconforming Work appearing after Substantial Completion; (3)latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion; or (4)the terms of general and special warranties required by the Contract Documents or allowed or implied by law. (k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY’S FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT DOCUMENTS OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDING. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (l)No Waiver of Governmental Immunity. NOTHING IN THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO WAIVE THE OWNER’S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY APPLICABLE STATE LAW. ARTICLE 5 - SUBCONTRACTORS 5.1 DEFINITIONS OF SUBCONTRACTOR (a)A Subcontractor is person or entity who has a direct Contract with the Prime Contractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Prime Contractor by purchase or lease for use in performance of or incorporation into the Work. The term “Subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term “Subcontractor” does not include a separate contractor or subcontractors of a separate contractor. (b)A Sub-subcontractor is a person or entity who has a direct or indirect Contract with a Subcontractor to perform a portion of the Work at the Project site or to supply materials or equipment to the Subcontractor or another Sub-subcontractor by purchase or lease for use in performance of or incorporation into the Work. The term “Sub-subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Sub- subcontractor or an authorized representative of the Sub-subcontractor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK (a)Immediately after the award of the Contract by the Owner, and before the Building Construction Services Agreement is signed by the Prime Contractor and the Owner, the Prime Contractor shall furnish to the Architect/Engineer in writing, for acceptance by the Owner and the Architect/Engineer, a list of the names, addresses, telephone numbers, M/WBE certification numbers (where applicable), and type of work of the Subcontractors (including those who are to furnish materials or equipment fabricated to a special design), proposed for the principal portions of the Work, including furnishings when made a part of the Contract. The Prime Contractor shall immediately notify the Owner in writing of any changes in the list as they occur. The Architect/Engineer will promptly reply to the Contractor in writing stating whether or not the Owner or the Architect/Engineer, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner or Architect/Engineer to reply promptly shall constitute notice of no reasonable objection. (b)The Prime Contractor shall not Contract with a proposed person or entity to whom the Owner or Architect/Engineer has made reasonable and timely objection. (c)Architect/Engineer's and Owner's approval of or objection to any Subcontractor or of a particular process or material will not relieve the Prime Contractor of his responsibility for performance of Work as called for under the Contract Documents, and shall not provide a Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 basis for any claim for additional time or money on the part of the Prime Contractor. Approval shall not be construed to create any contractual relationship between the Subcontractor and either the Owner or Architect/Engineer. In no event shall the Contract Sum be increased as a result of the rejection of any Subcontractor. (d)The Prime Contractor shall not change a Subcontractor previously selected if the Owner or Architect/Engineer makes reasonable objection to such change. 5.3 SUBCONTRACTUAL RELATIONS (a)By appropriate agreement, written where legally required for validity, the Prime Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Prime Contractor by the terms of the Contract Documents (including but not limited to these General Conditions), and to assume toward the Prime Contractor all the obligations and responsibilities which the Prime Contractor, by the Contract Documents, assumes toward the Owner and the Architect/Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect/Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Architect/Engineer. Where appropriate, the Prime Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Prime Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub-subcontractors. (b)The Prime Contractor is solely responsible for making payments properly to the Prime Contractor’s Subcontractors on the Project. During performance of the Work, the Prime Contractor shall comply with the following additional rules regarding Subcontractor payments: (1)The Prime Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment. The Report shall show all payments made to date by the Prime Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. As an alternative to the Report, the Prime Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid by Subcontractor during the previous progress payment period for work or materials furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION FOR PAYMENT. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (2)If, for any reason, the Prime Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Prime Contractor shall note the amount withheld and further note that the payment is in dispute. The Owner may, in its sole discretion, require the Prime Contractor to document and verify the dispute or other problem in question. (3)The Owner reserves the right in its sole discretion, to withhold payment to the Prime Contractor pursuant to Paragraph 9.5(a) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Prime Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Prime Contractor has otherwise failed to make payments properly to any Subcontractor. (4)THE PRIME CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE OWNER OR THE ARCHITECT/ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY, A THIRD-PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE PRIME CONTRACTOR. 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS In the event of a termination of this Contract by the Owner under Article 14, the Prime Contractor shall, if requested in writing by the Owner, within fifteen (15) days after the date notice of termination is sent, deliver and assign to Owner, or any person or entity acting on the Owner's behalf, any or all subcontracts made by Prime Contractor in the performance of the Work, and deliver to the Owner true and correct originals and copies of the subcontract documents. In the event assignment is not requested by the Owner, Prime Contractor shall terminate all subcontracts to the extent that Owner has not directed assignment of same and to the extent that they relate to the performance of Work terminated by the notice of termination. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 ARTICLE 6 - CONSTRUCTION BY THE OWNER/ SEPARATE CONTRACTORS 6.1 OWNER’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS (a)The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to insurance and waiver of subrogation. If the Prime Contractor claims that delay or additional cost is involved because of such action by the Owner, the Prime Contractor shall make a claim as provided elsewhere in, and in accordance with the Contract Documents. (b)When separate Contracts are awarded for different portions of the Project or other construction or operations on the Project site, the term “Contractor” in the Contract Documents in each case shall mean the Contractor who executes each separate Building Construction Services Agreement with the Owner. (c)The Owner shall provide for coordination of the activities of the Owner’s own forces and of each separate contractor with the Work of the Prime Contractor, who shall cooperate with them. The Prime Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Prime Contractor shall, with the approval of the Owner, make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Prime Contractor, separate contractors, and the Owner until subsequently revised by mutual agreement or by written Change Order. If the Prime Contractor believes it is entitled to an adjustment of the Contract Sum under the circumstances, the Prime Contractor shall submit a written proposal for a Change Order pursuant to Article 7 of the General Conditions. In the event the Prime Contractor’s Change Order proposal is denied by the Owner, the Prime Contractor must submit any Claim pursuant to Paragraph 4.3 of the General Conditions. (d)Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner’s own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Prime Contractor under these General Conditions, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12. 6.2 MUTUAL RESPONSIBILITY (a)The Prime Contractor shall afford the Owner and separate contractors’ reasonable opportunity for access to and storage of their materials and equipment and the performance of their activities and shall coordinate the Prime Contractor’s construction and operations with the separate contractors as required by the Contract Documents. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (b)If part of the Prime Contractor’s Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Prime Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect/Engineer apparent discrepancies or defects in the other construction that would render it unsuitable for proper execution and results. Failure of the Prime Contractor to so report shall constitute an acknowledgment that the Owner’s or separate contractors completed or partially completed construction is fit and proper to receive the Prime Contractor’s Work, except as to defects not then reasonably discoverable. (c)The Owner shall not be liable to the prime Contractor for damages suffered by the Prime Contractor due to the fault or negligence of a separate contractor or through failure of a separate contractor to carry out the directions of the Owner or the Architect/Engineer. Should any interference occur between the Prime Contractor and a separate contractor, the Architect/Engineer or the Owner may furnish the Prime Contractor with written instructions designating priority of effort or change in methods, whereupon the Prime Contractor shall immediately comply with such direction. In such event, the Prime Contractor shall be entitled to an extension of the Contract Time only for unavoidable delays verified by the Architect/Engineer; no increase in the Contract Sum, however, shall be due to the Prime Contractor. (d)The Prime Contractor shall promptly remedy damage wrongfully caused by the Prime Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Subparagraph 10.2(e). (e)Should the Prime Contractor cause damage to the work or property of any separate contractor on the Project, the Prime Contractor shall, upon due notice, settle with the separate contractor by agreement, if the separate contractor will so settle. If the separate contractor sues the Owner or submits a claim on account of any damage alleged to have been so sustained, the Owner shall notify the Prime Contractor who shall defend such proceedings, at the Prime Contractor's sole expense, and if any judgment or award against the Owner arises from the separate contractor’s claim, the Prime Contractor shall fully pay or satisfy it and shall reimburse the Owner for any and all attorney's fees and costs which the Owner has incurred. (f)The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Prime Contractor in Paragraph 3.14. 6.3 OWNER’S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the Project Site and surrounding area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may clean up, but is not obligated to do so, and Owner shall allocate the cost among those parties responsible, as the Architect/Engineer recommends to be just. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 ARTICLE 7 - AMENDMENTS 7.1 CHANGE ORDERS (a)A Change Order is a written order to the Contractor, signed by the Owner and the Architect/Engineer, issued after execution of the Contract, authorizing a change in the Work, an adjustment in the Contract Sum, or an adjustment to the Contract Time, consistent with other applicable provisions of this Contract. The Owner, without invalidating the Contract and without requiring notice of any kind to the sureties, may order changes to the scope of Work under the Contract by additions, deletions, or other revisions, the Contract Sum and Contract Time to be adjusted consistent with other applicable provisions of this Contract. All Change Orders shall be executed on a Change Order form approved by the Owner and the Owner’s City Attorney. (b)In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change Orders to verify and confirm the terms and conditions established by Change Order; however, should the Contractor refuse to sign a Change Order, this shall not relieve him of his obligation to perform the change directed by the Owner and the Architect/Engineer to the best of his ability in accordance with the provisions of this Article 7. A Change Order signed by the Contractor indicates his agreement with all of the changes approved, including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. The execution of a Change Order by the Contractor shall constitute conclusive evidence of the Contractor’s agreement to the ordered changes in the Work. The Contractor forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. This release applies to claims related to the cumulative impact of all Change Orders and to any claim related to the effect of a change on other Work. (c)No extra work (except under emergency conditions) or changes shall be made nor shall any substitutions, changes or additions to or omissions or deviations from the requirements of the Drawings and Specifications be made unless pursuant to a written Change Order signed by the Owner and the Architect/Engineer, it being expressly understood that the Owner shall not be liable for the cost of extra work or any substitution, change, addition, omission or deviation from the requirements of the Drawings or Specifications unless the same shall have been authorized in writing by the Owner and the Architect/Engineer in a written change order or other Amendment. The provisions of this Paragraph 7.1 shall control in the event of any inconsistency between such provisions and the other provisions of this Article 7. See Subparagraph 10.3(a) of the General Conditions for Change Orders under emergency conditions. (d)The method of determining the cost or credit to the Owner for any change in the Work shall be one of the following: Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (1)mutual acceptance of a not-to-exceed lump-sum amount properly itemized and supported by sufficient substantiating data to permit evaluation; or (2)unit prices stated in the Contract Documents or subsequently agreed upon; or (3)cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or (4)the force account method provided in Subparagraph 7.1(e) (e)If the parties cannot agree to one of the methods of calculating cost provided in Clauses (d) (1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree on a final dollar figure; or if the Contractor for whatever reason refuses to sign the Change Order in question; the Contractor, provided he receives a written order signed by the Owner, shall promptly proceed with the Work involved. The cost of the Work involved shall then be calculated on the basis of the reasonable jobsite expenditures and savings of those performing the Work attributable to the changes, including a reasonable allowance for overhead and profit, such allowance in any case never to exceed fifteen (15%) per cent. In such case, the Contractor shall keep an itemized accounting of the Work involved, on a daily basis, in such form and with the appropriate supporting data as the Architect/Engineer and Owner may prescribe. Sworn copies of the itemized accounting shall be delivered to the Architect/Engineer each day during the performance of force account work, with copies to the Owner. FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN-TO ITEMIZED ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work are limited to the following: (1)costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and worker’s compensation insurance; (2)costs of materials, supplies and equipment (but not to include off-site storage unless approved in writing by the Owner), whether incorporated or consumed; (3)rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; (4)costs of premiums for all bonds and insurance related to the Work; and (5)additional costs of supervision and field office personnel directly attributable to the changed Work. Pending final determination of cost to the Owner, payment of undisputed amounts on force account shall be included on the Architect/Engineer's Certificate of Payment as work is completed. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (f)The amount of credit to be allowed to the Owner for any deletion of Work or any other change which results in a net decrease of the Contract Sum shall be the amount of actual net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and profit. When both additions and deletions or credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease with respect to that change. 7.2 SUPPLEMENTAL AGREEMENTS A written Supplemental Agreement can also be used to implement changes in the Work instead of a Change Order form, including but not limited to situations involving partial occupancy of the Work under Paragraph 9.8, a change made to the Drawings or the Specifications without an increase in the Contract Sum, or special circumstances where it is necessary or more appropriate for the Owner to use a Supplemental Agreement. Written Supplemental Agreements shall have a status equal to that of Change Orders for purposes of priority of Contract Documents interpretation, except that to the extent of a conflict, later Supplemental Agreements in time control over earlier Supplemental Agreements, and the latest Change Order or Supplemental Agreement in time controls over earlier dated Change Orders and Supplemental Agreements. The rules of Subparagraphs 7.1(b) through (f) shall also apply to the negotiation and execution of Supplemental Agreements. 7.3 MINOR CHANGES IN THE WORK The Architect/Engineer, after notifying the Owner, shall be authorized to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Minor changes shall be effected by written order, and shall be binding on the Owner and the Contractor. The Contractor shall carry out such written orders promptly. These written orders shall not be deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have no Claim for any minor change ordered to the Work under this Paragraph 7.3 unless the Contractor submits its change proposal, prior to complying with the minor change ordered and in no event later than ten (10) working days from the date the minor change was ordered, to the Owner for approval. 7.4 TIME REQUIRED TO PROCESS AMENDMENTS (a)All of the Contractor’s responses to proposal requests shall be accompanied by a complete, itemized breakdown of costs. Responses to proposal requests shall be submitted sufficiently in advance of the required work to allow the Owner and the Architect/Engineer a minimum of thirty (30) calendar days after receipt by the Architect/Engineer to review the itemized breakdown and to prepare or distribute additional documents as may be necessary. All of the Prime Contractor's responses to proposal requests shall include a statement that the cost described in the response represents the complete, total and final cost and additional Contract Time associated with the extra work, change, addition to, omission, deviation, substitution, or other grounds for seeking extra compensation under the Contract Documents, without reservation or further recourse. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (b)All Amendments require approval by either the City Council or, where authorized by the State law and City ordinance, by the City Manager pursuant to Administrative Action. The approval process requires a minimum of forty-five (45) calendar days after submission to the Owner in final form with all supporting data. Receipt of a submission by Owner does not constitute acceptance or approval of a proposal, nor does it constitute a warranty that the proposal will be authorized by City Council Resolution, Ordinance or Administrative Action. THE TIME REQUIRED FOR THE APPROVAL PROCESS SHALL NOT BE CONSIDERED A DELAY AND NO EXTENSIONS TO THE CONTRACT TIME OR INCREASE IN THE CONTRACT SUM WILL BE CONSIDERED OR GRANTED AS A RESULT OF THIS PROCESS. Pending the approval described above, the Contractor will proceed with the work under a pending Amendment only if directed in writing by the Owner. ARTICLE 8 - CONTRACT TIME 8.1 DEFINITIONS (a)Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. (b)The date of commencement of the Work is the date established in the Notice to Proceed from the Owner. The date of commencement shall not be postponed by the failure of the Prime Contractor, or of persons or entities for whom the Prime Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed, through no fault of the Prime Contractor, the Prime Contractor shall be entitled only to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. (c)The date of Substantial Completion is the date certified by the Architect/Engineer in accordance with Paragraph 9.7. (d)The term “day” as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 8.2 PROGRESS AND COMPLETION (a)Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Building Construction Services Agreement, the Prime Contractor confirms that the Contract Time is a reasonable period for performing the Work. (b)The Prime Contractor shall not knowingly, except by agreement with or instruction of the Owner in writing, prematurely commence operations on the Project site or elsewhere prior to the effective date of insurance to be furnished by the Prime Contractor as required by Article 11. The date of commencement of the Work shall not be changed by the effective date of insurance required by Article 11. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 8.3 DELAYS AND EXTENSIONS OF TIME (a)If the Prime Contractor is delayed at any time in the progress of the Work by an act or neglect of the Owner or Architect/Engineer, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Prime Contractor’s control, or by delay authorized by the Owner pending a claim, or by other causes which the Architect/Engineer determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect/Engineer and Owner may determine. (b)Claims relating to Contract Time and time extensions shall be made in accordance with the applicable provisions of Paragraph 4.3. (c)No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE PRIME CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a) BEING THE PRIME CONTRACTOR’S SOLE REMEDY. (d)The Owner shall have the right to occupy, without prejudice to the right of either party, any completed or largely completed portions of the structure or Work, notwithstanding the fact that the Contract Time for completing all or a portion of the Work may not have expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken or used. (e)The Prime Contractor shall promptly suspend the Work when either the Prime Contractor or the Owner is ordered to do so by a court order from a court having lawful jurisdiction, and the Prime Contractor will not be entitled to additional compensation by virtue of any delays resulting from the court order. The Prime Contractor will also not be liable to the Owner for a delay caused in fact by the Work being suspended by a court order. (f)The Architect/Engineer, with the consent of the Owner, shall have the authority to suspend the Work, in whole or in part, for such period or periods as the Architect/Engineer deems necessary due to unusual or severe weather conditions as are considered unfavorable for the suitable prosecution of the Work, or due to failure on the part of the Prime Contractor to correct conditions considered unsafe for workmen or the general public. If it should become necessary to stop the Work for an indefinite period, the Prime Contractor shall store all materials in such a manner that they will not obstruct or impede the public Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 unnecessarily or become damaged in any way, and shall take every precaution to prevent damage or deterioration of the Work performed. In cases of suspension of the Work under this Subparagraph, the Prime Contractor shall also provide suitable drainage about the Work and erect temporary structures where necessary. The Prime Contractor shall not suspend the Work in whole or in part without written authority from the Architect/Engineer or the Owner, and shall resume the Work promptly when notified by the Architect/Engineer or the Owner to resume operations. (g)In the event of a delay that is the responsibility of the Prime Contractor or any of the Subcontractors, for which the Prime Contractor is not entitled to a time extension under the provisions of this Contract, the Owner may direct that the Work be accelerated by means of overtime, additional crews or additional shifts, or resequencing. This acceleration shall be at no cost to the Owner and will continue until the Contract Time is restored. In the event of a delay for which the Prime Contractor is entitled to a time extension, as determined by the Architect/Engineer, Owner may similarly direct acceleration and the Prime Contractor agrees to perform same on the basis that the Prime Contractor will be reimbursed only to the extent described in Subparagraph 4.3(i). THE PRIME CONTRACTOR EXPRESSLY WAIVES ANY OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS OF LABOR PRODUCTIVITY OR EFFICIENCY. ARTICLE 9 - PAYMENTS AND COMPLETION 9.1 CONTRACT SUM The Contract Sum is stated in the Building Construction Services Agreement and, including authorized adjustments, is the total amount of compensation payable by the Owner to the Prime Contractor for the performance of the Work under the Contract Documents. 9.2 SCHEDULE OF VALUES Before the first Application for Payment, the Prime Contractor shall submit to the Architect/Engineer a schedule of values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Architect/Engineer may require. This schedule, when approved by the Architect/Engineer and the Owner, shall be used as a basis for the Prime Contractor's Application for Payment. The schedule of values shall follow the trade division of the Specifications. Prime Contractor's Application for Payment shall be filed on the current version of AIA Form G702 (Application and Certificate for Payment), as approved by the Owner. 9.3 APPLICATIONS FOR PAYMENT (a)At least ten (10) days before the date established for each progress payment, the Prime Contractor shall submit to the Architect/Engineer an itemized Application for Payment for Work completed in accordance with the schedule of values. The Application shall be notarized, if required, and supported by data substantiating the Prime Contractor’s right to payment as the Owner or Architect/Engineer may require, including but not limited to Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 copies of requisitions from Subcontractors and material suppliers, and reflecting the applicable retainage as required in the Contract Documents. Prime Contractor's Application for Payment shall also provide other supporting documentation as the Owner or the other applicable provisions of the Contract Documents may require. (b)Applications for Payment may not include requests for payment of amounts the Prime Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Prime Contractor complies with Clause 5.3(b) (2) of these General Conditions and the PrimeContractor’s Payment Bond Surety consents in writing to payment to the Prime Contractor of the funds deemed to be in dispute. (c)Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred in storage of materials or equipment away from the Project site will NOT be made by Owner unless: (1)the Owner has given prior approval of such off-site storage in writing; (2)the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and (3)the materials or equipment stored off-site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE PRIME CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. (d)The Prime Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Prime Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims, security interests or encumbrances in favor of the Prime Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. (e)All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an “early delivery.” All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Prime Contractor shall, at Prime Contractor’s expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off-site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Prime Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Prime Contractor's sole expense, and amounts may be Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 withheld from the Prime Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. (f)If the Contract Sum is equal to or less than $25,000, and if performance and payment bonds are not furnished by the Contractor, then no payment applied for will be payable under the Contract until the Work has been finally completed and accepted. 9.4 CERTIFICATES FOR PAYMENT (a)The Architect/Engineer will, within ten (10) days after receipt of the Prime Contractor’s Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Prime Contractor, for such amount as the Architect/Engineer determines is properly due, or notify the Prime Contractor and Owner in writing of the Architect/Engineer’s reasons for withholding certification in whole or in part as provided in: (a)City of Denton “General Conditions for Building Construction.” (b)Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version of AIA Form G702 (Application and Certificate for Payment) as approved by the Owner. (c)The issuance of a Certificate for Payment will constitute a representation by the Architect/Engineer to the Owner, based on the Architect/Engineer’s observations at the site and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect/Engineer’s knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial and Final Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to Final Completion and to specific qualifications expressed by the Architect/Engineer. The issuance of a Certificate for Payment will further constitute a representation that the PrimeContractor is entitled to payment in the amount certified, subject to the Owner’s approval. The issuance of a Certificate for Payment is not a representation that the Architect/Engineer has: (1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2)reviewed construction means, methods, techniques, sequences or procedures; (3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Prime Contractor’s right to payment; or Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (4)made examination to ascertain how or for what purpose the Prime Contractor has used money previously paid on account of the Contract Sum. (d)Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Prime Contractor within thirty (30) days following Owner’s receipt and approval of the Certificate for Payment certified by the Architect/Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 9.3(c) and the payment will be allowed on the net invoice value, less taxes and applicable retainage. (e)The City is required to withhold five percent (5%) retainage for public works contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is applied by the City for all public works contracts in excess of $50,000. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Architect/Engineer, and final acceptance of the Work by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased by Change Order. (f)No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment for the Work performed will be made upon final completion and acceptance by the Owner of all Work. 9.5 DECISIONS TO WITHHOLD CERTIFICATION (a)The Architect/Engineer or the Owner may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer or the Owner is unable to certify payment in the amount of the Application, the Architect/Engineer or the Owner will notify the Prime Contractor as provided in Subparagraph 9.4(a). If the Prime Contractor and Architect/Engineer or the Owner cannot agree on a revised amount, the Architect/Engineer will promptly issue a Certificate for Payment for the amount for which the Architect/Engineer is able to make the required representations to the Owner. The Architect/Engineer or the Owner may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary, in the Architect/Engineer’s or Owner’s opinion, to protect the Owner from loss because of: (1)defective or nonconforming Work not remedied; (2)third-party claims filed or reasonable evidence indicating probable filing of such claims; Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (3)failure of the Prime Contractor to make payments properly to Subcontractors or for labor, materials, or equipment; (4)reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (5)damage to the Owner or another contractor; (6)reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; (7)persistent failure to carry out the Work in accordance with the Contract Documents; or (8)mathematical or other errors that are discovered in the Application for Payment. (b)When all of the above reasons that existed for withholding certification are removed or remedied, then, at that time, certification will be made for amounts previously withheld. (c) The Owner may, at its option, offset any progress payment or final payment under the Contract Documents against any debt (including taxes) lawfully due to the Owner from the Prime Contractor, regardless of whether the amount due arises pursuant to the terms of the Contract Documents or otherwise, and regardless of whether or not the debt due to the Owner has been reduced to judgment by a court. 9.6 PROGRESS PAYMENTS (a)After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect/Engineer. The Owner shall not be liable for interest on any late or delayed progress payment or final payment caused by any claim or dispute, any discrepancy in quantities, any failure to provide supporting documentation or other information required with the Application for Payment or as a precondition to payment under the Contract Documents, or due to any payment the Owner or the Architect/Engineer has a right to withhold or not certify under the Contract Documents. Notwithstanding the foregoing, the Owner may refuse to make payment on any Certificate for Payment (including, without limitation, the final Certificate for Payment) for any default under the Contract Documents, including but not limited to those defaults set forth in Subparagraph 9.5(a), Clauses (1) through (7). The Owner shall not be deemed in default by reason of withholding payment while any Prime Contractor default remains uncured. (b)The Prime Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Prime Contractor on account of each Subcontractor’s portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Prime Contractor on account of such Subcontractors portion of the Work. The Prime Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub- subcontractors in similar manner. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (c)The Architect/Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Prime Contractor and action taken thereon by the Architect/Engineer and the Owner on account of portions of the Work done by such Subcontractor. (d)Neither the Owner nor the Architect/Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. That obligation belongs to the Prime Contractor or, in the event of the Prime Contractor’s failure to pay a Subcontractor, to the Surety on the Payment Bond as required under Paragraph 11.3. (e)Payment to material suppliers shall be treated in a manner similar to that provided in Subparagraphs 9.6(b), (c), and (d). (f)A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not performed in accordance with the Contract Documents. 9.7 SUBSTANTIAL COMPLETION (a) The Date of Substantial Completion of the Work, or designated portion of the Work, is the date certified by the Architect/Engineer when construction is sufficiently completed in accordance with the City Of Denton General Conditions For Building Construction. (a)the Contract Documents such that the Owner may beneficially occupy and use the Work, or designated portions of the Work, for the purposes for which it is intended and only trivial and insignificant items remain which do not affect the Work as a whole. (b)When the Prime Contractor considers that the Work, or the portion of the Work which the Owner agrees to accept separately, is Substantially Complete, the Prime Contractor shall prepare and submit to the Architect/Engineer a comprehensive list of remaining items to be completed or corrected. The Prime Contractor shall proceed promptly to complete and correct items on the list (hereinafter called the “punch list”). Failure to include an item on the punch list does not alter the responsibility of the Prime Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the punch list, the Architect/Engineer will make an inspection to determine whether the Work, or designated portion of the Work, is Substantially Complete. If the Architect/Engineer’s inspection discloses any item, whether or not included on the punch list, which is not in accordance with the requirements of the Contract Documents and which renders the Work inspected not Substantially Complete the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct the item upon notification by the Architect/Engineer. The Prime Contractor shall then submit a request for another inspection by the Architect/Engineer to determine Substantial Completion. When the Work or designated portion of the Work is Substantially Complete, the Architect/Engineer will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and the Prime Contractor for Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Prime Contractor shall finish all items on the punch list accompanying the Certificate. (c)The Certificate of Substantial Completion shall be submitted to the Owner and the Prime Contractor for their written acceptance of responsibilities assigned to them in the Certificate. (d)Upon Substantial Completion of the Work or designated portion thereof and upon application by the Prime Contractor and certification by the Architect/Engineer, the Owner shall make payment, reflecting adjustment in retainage, if any, for the Work, or portion of the Work, as provided in the Contract Documents. 9.8 PARTIAL OCCUPANCY OR USE (a)The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate Supplemental Agreement with the Prime Contractor, provided such occupancy or use is consented to by the insurer as required under Subparagraph 11.2(e) and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is Substantially Complete, provided the Owner and Prime Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Prime Contractor considers a portion Substantially Complete, the Prime Contractor shall prepare and submit a list to the Architect/Engineer as provided under Subparagraph 9.7(b). Consent of the Prime Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Prime Contractor or, if no agreement is reached, by decision of the Architect/Engineer. (b)Immediately prior to such partial occupancy or use, the Owner, Prime Contractor, and Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. (c)Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 9.9 FINAL COMPLETION AND FINAL PAYMENT (a)Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect/Engineer, accompanied by the Owner’s representative, will promptly make final inspection and, when the Architect/Engineer finds the Work acceptable under the Contract Documents and the Contract Documents fully performed, the Architect/Engineer will promptly issue a final Certificate for Payment stating that to the best of the Architect/Engineer’s knowledge, Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 information and belief, and on the basis of the Architect/Engineer’s observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Prime Contractor and noted in said final Certificate is due and payable. The Architect/Engineer’s final Certificate for Payment will constitute a further representation that conditions listed in Subparagraph 9.9(b) as a condition precedent to the Prime Contractor’s being entitled to final payment have been fulfilled. Owner will normally make final payment within thirty (30) days after Owner's receipt and approval of the final Certificate for Payment. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work, unless otherwise provided by separate agreement between the Owner and the Prime Contractor. (b)Neither final payment nor any remaining retained percentage shall become due until the Prime Contractor submits to the Architect/Engineer: (1)an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied; (2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner; (3)a written statement that the Prime Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4)a consent of surety to final payment; and (5)if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. (c)As a precondition to final payment by the Owner under this Contract, the Prime Contractor's affidavit under Clause (b)(1) shall state that the Prime Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to Contractor for the Work performed under this Contract. In the event the Prime Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Prime Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE PRIME CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. (d)If, after Substantial Completion of the Work, final completion of the Work is materially delayed through no fault of the Prime Contractor or by issuance of Change Orders affecting final completion and the Architect/Engineer confirms the delay, the Owner shall, upon application by the Prime Contractor and certification by the Architect/Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect/Engineer prior to certification of payment. Payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. (e) The acceptance by the Prime Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Project. ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL COMPLIANCE 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Prime Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract, and will comply with all applicable City, County, State and Federal health and safety regulations. 10.2 SAFETY OF PERSONS AND PROPERTY (a)The Prime Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: (1)employees on the Work and other persons who may be affected thereby; (2)the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Prime Contractor or the Prime Contractor’s Subcontractors or Sub-subcontractors; and (3)other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. (b)The Prime Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. (c)The Prime Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (d)When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Prime Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. (e)USE OF EXPLOSIVES - CLAIMS AND TOTAL INDEMNIFICATION. The Owner shall have the right to pre-approve the use of any explosives on the Project; the Prime Contractor shall not assume in its bid that permission to use explosives will be granted. The Owner shall NOT be liable for any claim for additional time or compensation as a result of the Owner's denial of permission to use explosives. Where use of explosives is permitted by the Owner, the Prime Contractor EXPRESSLY AGREES TO BE SOLELY RESPONSIBLE for the determination as to whether explosives shall actually be used, and for any result from the use, handling or storage of explosives, and shall INDEMNIFY, DEFEND AND HOLD COMPLETELY HARMLESS the Owner, its officers, agents and employees, and the Architect/Engineer against any and all claims, lawsuits, judgments, costs or expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, as the result of the use, handling or storage of the explosives by the Prime Contractor or any Subcontractor, REGARDLESS OF WHETHER SAID USE, HANDLING OR STORAGE WAS NEGLIGENT OR NOT, AND REGARDLESS OF WHETHER THE DAMAGE OR INJURY WAS CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OR FAULT OF THE OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES, OR THE ARCHITECT/ENGINEER AND ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES. In the event of conflict with any other indemnity paragraph in this Contract, this paragraph controls. This indemnity paragraph is intended solely for the benefit of the parties to this Contract and is not intended to create or grant any rights, contractual or otherwise, to or for any other person or entity. The Prime Contractor shall furnish the Owner and the Architect/Engineer with evidence of insurance sufficient to cover possible damage or injury, which insurance shall either include the Owner and the Architect/Engineer as additional insureds or be sufficiently broad in coverage as to fully protect the Owner and the Architect/Engineer. All explosives shall be stored in a safe and secure manner, under the care of a competent watchman at all times, and all storage places shall be marked clearly and conspicuously: "DANGEROUS- EXPLOSIVES." The method of storing and handling explosives and highly flammable materials shall conform to Federal and State laws, City of Denton ordinances, and the City of Denton Fire Department regulations. The Prime Contractor shall notify any telecommunications and public utility company and any private property owners having structures in the proximity of the Project Site of the Prime Contractor’s intention to use explosives, and such notice shall be given sufficiently in advance to enable the telecommunications and public utility companies and private property owners to take such steps as they may deem necessary to protect their property from injury. The notice shall not relieve the Prime Contractor of any responsibility for damage resulting from any blasting operations. (f)The Prime Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Clauses 10.2(a)(2) and 10.2(a)(3) caused in whole or in part by the Prime Contractor, a Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 for whose acts they may be liable and for which the Prime Contractor is responsible under Clauses 10.2(a)(2) and 10.2(a)(3), except damage or loss attributable to acts or omissions of the Owner or Architect/Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Prime Contractor or any of its Subcontractors. The foregoing obligations of the Prime Contractor are in addition to the Prime Contractor’s obligations under Paragraph 3.l9. To the extent that any such damage or loss may be covered by property insurance or other insurance required by the Contract Documents, the Owner and the Prime Contractor shall exercise their best efforts to make a claim and obtain recovery from the insurers to provide for the cost, in whole or in part, of the repair work or to provide for reimbursement for such damage or loss. (g)The Prime Contractor shall designate a responsible member of the Prime Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Prime Contractor’s superintendent unless otherwise designated by the Prime Contractor in writing to the Owner and Architect/Engineer. (h)The Prime Contractor shall not load or permit any part of the Work or the Project site to be loaded so as to endanger its safety. 10.3 EMERGENCIES In an emergency affecting safety, health, or security of persons or property, the Prime Contractor shall act, at the Prime Contractor’s discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Prime Contractor on account of an emergency shall be determined as provided in Paragraph 4.3 and Article 7. 10.4 PUBLIC CONVENIENCE AND SAFETY (a)The Prime Contractor shall place materials stored about the Work and shall conduct the Work at all times in a manner that causes no greater obstruction to the public than is considered necessary by the Owner. Sidewalks or streets shall not be obstructed, except by special permission of the Owner. The materials excavated and the construction materials or plant used in the performance of the Work shall be placed in a manner that does not endanger the Work or prevent free access to all fire hydrants, water mains and appurtenances, water valves, gas valves, manholes for the telephone, telegraph signal or electric conduits, wastewater mains and appurtenances, and fire alarm or police call boxes in the vicinity. (b)The Owner reserves the right to remedy any neglect on the part of the Prime Contractor in regard to public convenience and safety which may come to the Owner's attention, after twenty-four (24) hours’ notice in writing to the Prime Contractor. In case of an emergency, the Owner shall have the right to immediately remedy any neglect without notice. In either case, the cost of any work done by the Owner to remedy the Prime Contractor’s neglect shall be deducted from the Contract Sum. The Prime Contractor shall notify the City Traffic Control Department when any street is to be closed or Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 obstructed. The notice shall, in the case of major thoroughfares or street upon which transit lines operate, be forty-eight (48) hours in advance. The Owner reserves the right to postpone or prohibit any closure or obstruction of any streets or thoroughfares to the extent necessary for the safety and benefit of the traveling public. The Prime Contractor shall, when directed by the Architect/Engineer or the Owner, keep any street or streets in condition for unobstructed use by City departments. When the Prime Contractor is required to construct temporary bridges or make other arrangements for crossing over ditches or around structures, the Prime Contractor’s responsibility for accidents shall include the roadway approaches as well as the crossing structures. 10.5 BARRICADES, LIGHTS AND WATCHMEN If the Work is carried on or adjacent to any street, alley or public place, the Prime Contractor shall, at the Prime Contractor’s own cost and expense, furnish, erect and maintain sufficient barricades, fences, lights and danger signals, shall provide sufficient watchmen, and shall take such other precautionary measures as are necessary for the protection of persons or property and of the Work. All barricades shall be painted in a color that will be visible at night, shall indicate in bold letters thereon the Prime Contractor's name and shall be illuminated by lights from sunset to sunrise. The term “lights,” as used in this Paragraph, shall mean flares, flashers, or other illuminated devices. A sufficient number of barricades with adequate markings and directional devices shall also be erected to keep vehicles from being driven on or into any Work under construction. The Prime Contractor will be held responsible for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect the Work. Whenever evidence is found of such damage, the Architect/Engineer may order the damaged portion immediately removed and replaced by the Prime Contractor at Prime Contractor's cost and expense. The Prime Contractor's responsibility for maintenance of barricades, signs, and lights, and for providing watchmen, shall not cease until the Project has been finally accepted by the Owner. 10.6 PUBLIC UTILITIES AND OTHER PROPERTIES TO BE CHANGED In case it is necessary to change or move the property of the Owner or of any telecommunications or public utility, such property shall not be removed or interfered with until ordered to do so by the Architect/Engineer. The right is reserved to the owner of any public or private utilities to enter upon the Project site for the purpose of making such changes or repairs of their property that may become necessary during the performance of the Work. The Owner reserves the right of entry upon the Project site for any purpose, including repairing or relaying sewer and water lines and appurtenances, repairing structures, and for making other repairs, changes, or extensions to any of the Owner's property. The Owner's actions shall conform to the Prime Contractor's current and approved schedule for the performance of the Work, provided that proper notification of schedule requirements has been given to the Owner by the Prime Contractor. 10.7 TEMPORARY STORM SEWER AND DRAIN CONNECTIONS When existing storm sewers or drains have to be taken up or removed, the Prime Contractor shall at his own expense provide and maintain temporary outlets and connections for all Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 public and private storm sewers and drains. The Prime Contractor shall also take care of all storm sewage and drainage which will be received from these storm drains and sewers; for this purpose, the Prime Contractor shall provide and maintain, at the Prime Contractor’s own expense, adequate pumping facilities and temporary outlets or diversions. The Prime Contractor shall, at the Prime Contractor’s own expense, construct such troughs, pipes, or other structures necessary and shall be prepared at all times to dispose of storm drainage and sewage received from these temporary connections until such time as the permanent connections are built and in service. The existing storm sewers and connections shall be kept in service and maintained under the Contract, except where specified or ordered to be abandoned by the Architect/Engineer. All storm water and sewage shall be disposed of in a satisfactory manner so that no nuisance is created and that the Work under construction will be adequately protected. 10.8 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER; ELECTRICITY FOR THE PROJECT (a)When the Prime Contractor desires to use the Owner's water in connection with the Work, the Prime Contractor shall make complete and satisfactory arrangements with the Denton Water Utilities Department and shall be responsible for the cost of the water the Prime Contractor uses. Where meters are used, the charge will be at the regular established rate; where no meters are used, the charge will be as prescribed by City ordinance, or where no ordinance applies, payment shall be based on estimates made by the Denton Water Utilities Department. (b)The Prime Contractor shall make complete and satisfactory arrangements for electricity and metered electrical connections with the Owner or with Denton Municipal Electric in the event that separately metered electrical connections are required for the Project. The Prime Contractor shall pay for all electricity used in the performance of the Work through separate metered electrical connections obtained by the Prime Contractor through the City of Denton. 10.9 USE OF FIRE HYDRANTS The Prime Contractor, Subcontractors, and any other person working on the Project shall not open, turn off, interfere with, attach any pipe or hose to, or connect anything with any fire hydrant, stop valve, or stop cock, or tap any water main belonging to the Owner, unless duly authorized to do so by the Denton Water Utilities Department in accordance with the Denton City Code. 10.10 ENVIRONMENTAL COMPLIANCE (a)The Prime Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and rules of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or rules of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. (b)In the event the Prime Contractor encounters on the site materials reasonably believed to be a Hazardous Substance that have not been rendered harmless, and removal of such materials is not a part of the scope of Work required under the Contract Documents, the Prime Contractor shall immediately stop Work in the affected area and report in writing the facts of such encounter to the Architect/Engineer and the Owner. Work in the affected area shall not thereafter be resumed except by written order of the Owner unless and until the material is determined not to be a Hazardous Substance or the Hazardous Substance is remediated. The Owner may choose to remediate the Hazardous Substance with a separate contractor or through a Change Order with the Prime Contractor. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault or negligence of the Prime Contractor or any of its Subcontractors, the Prime Contractor shall be responsible for remediating the condition at the sole expense of the Prime Contractor in accordance with the Prime Contractor’s APPROVED Spill Remediation Plan. An extension of the Contract Time for any delay in the progress schedule caused as a result of the discovery and remediation of a Hazardous Substance may be granted by the Owner only if all remaining Work on the Project must be suspended and the delay cannot be made up elsewhere in the progress schedule. Any request for an extension of the Contract Time related to the discovery and remediation of a Hazardous Substance is subject to the provisions of Paragraph 4.3 and Article 8. (c)The Prime Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Prime Contractor or any Subcontractor or Supplier. The Prime Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Architect/Engineer so that they may observe the activities; provided, however, that it shall be the Prime Contractor’s sole responsibility to comply with all applicable laws, rules, regulations, or ordinances governing the activities. (d)Spill Prevention Plan. At least seventy-two (72) hours prior to commencing performance of any of the Work at the Project site, the Prime Contractor shall submit to the Owner for review and approval a Spill Prevention and Response Plan (SPRP) meeting the requirements of federal and state law, rules, and regulations. The SPRP shall be specially designed for the Prime Contractor's planned work methods and procedures. The SPRP shall be designed to complement all applicable safety standards, fire prevention regulations, and pollution prevention policies and procedures. The Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 SPRP shall include estimates of the quantity and rate of flow should equipment fail, and detail containment or diversionary structures to prevent spills from leaving the site or migrating into adjacent properties or navigable waters. The SPRP shall include methods of recovery of spilled materials and all applicable twenty-four (24) hour emergency phone numbers, including without limitation that of the Owner’s Project Manager or other designated representative. The Prime Contractor shall not commence any field work prior to approval of such plan by the Owner. The following additional rules shall apply with respect to spills caused by the Prime Contractor or a Subcontractor: (1)The Prime Contractor shall immediately report any spill or release at the Project site, whether or not it is associated with this Contract, to the Owner’s Project Manager or other designated representative. Thereafter, within two (2) working days after the occurrence of such event, the Prime Contractor shall submit a written report describing such event in a degree of detail reasonably acceptable to the Owner. (2)The Prime Contractor shall immediately respond in accordance with the SPRP in the event of a spill. (3)The Prime Contractor shall dispose of spilled materials in accordance with EPA and Texas Commission on Environmental Quality (TCEQ) regulations and any other applicable federal, state, or local laws, rules, or regulations. In connection with such disposals, the Prime Contractor shall use only those transporters and disposal facilities that are approved in advance in writing by the Owner. A copy of all transport manifests for the spilled materials shall be obtained and retained in the PrimeContractor’s records for reference purposes, to be provided upon request of the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. ALL COSTS OF COLLECTION, CONTAINMENT, AND DISPOSAL OF SPILLED MATERIALS SHALL BE THE SOLE RESPONSIBILITY OF THE PRIME CONTRACTOR. (4)For purposes of this Subparagraph (e), the term “spill” includes any kind of environmental discharge or release. (e)Clean Air Management Plan. The Prime Contractor shall comply with the Clean Air Management Plan submitted to and approved by the Owner during the contractor selection process. The Owner reserves the right, at the Prime Contractor’s sole expense, to require the removal or retrofitting of any equipment used in the course of construction that does not comply with the Plan submitted to and approved by the Owner. (f)The Prime Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, rules, regulations, and ordinances. The Prime Contractor shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials prior to removal Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Prime Contractor’s records for reference purposes, to be provided upon request to the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. (g)The Prime Contractor is responsible for obtaining all TXPDES Storm Water Permits from TCEQ for construction of the Project under regulations contained in 40 CFR Part 122, as amended, pursuant to the Clean Water Act, 33 U.S.C.A. §§1251 et seq. These regulations require the filing of a notice of intent to obtain and abide by the general storm water permit for construction activities promulgated by EPA, including but not limited to cleaning, grading, and excavation that disturb the applicable amount of total land area. In addition, the Prime Contractor shall comply with all regulations of the Owner relating to storm water and storm water runoff management at the Project site pursuant to Chapter 19, Article IX, Denton City Code, as amended. (h)The Prime Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos-related material such as hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non-friable. (i)The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Prime Contractor fails or refuses after seven (7) days advance written notice from the Owner to comply with the provisions of this Paragraph 10.10, the terms of the SPRP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: (1)suspend all or any portion of the Work until the noncompliance is corrected, or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Prime Contractor and approved by the Owner; (2)if the Prime Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and back charge the Prime Contractor for the cost of the remediation or correction; or (3)terminate the Contract for cause as provided in Article 13. ART ICLE 11 INSURANCE AND BONDS 11.1 PRIME CONTRACTOR’S INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 11.2 PROPERTY INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.3‘UMBRELLA’ LIABILITY INSURANCE Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS Prime Contractors shall refer to the requirements listed within the solicitation document and resulting contract for all City of Denton insurance requirements. Should a conflict arise between the solicitation document and the resulting contract, the requirements set forth in the actual contract shall prevail. 11.5 PERFORMANCE AND PAYMENT BONDS (a)Subject to the provisions of Subparagraph 11.5(b), the Prime Contractor shall, with the execution and delivery of the Construction Services Agreement, furnish and file with the Owner in the amounts required in this Paragraph, the surety bonds described in Clauses (a)(1) and (a)(2) below, which surety bonds shall be in accordance with the Charter of the City of Denton and the provisions of Chapter 2253, Texas Government Code, as amended; each bond shall be signed by the Prime Contractor, as Principal, and by an established bonding company, as surety, meeting the requirements of Subparagraph 11.5(c) and approved by the Owner. The surety bonds shall be accompanied by an appropriate Power- of-Attorney clearly establishing the extent and limitations of the authority of each signer to so sign: (1)Performance Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and faithful execution of the Work and performance of the Contract in accordance with Plans, Specifications and all other Contract Documents, including any Amendments thereof, for the protection of the Owner. This bond shall also provide for the repair and maintenance of all defects due to faulty materials and workmanship that appear within a period of two (2) years from the date of final completion and acceptance of the improvements by the Owner or lesser or longer periods as may be otherwise designated in the Contract Documents. (2)Payment Bond. A good and sufficient bond in an amount equal to 100% of the total Contract Sum, guaranteeing the full and prompt payment of all claimants supplying labor or materials in the prosecution of the Work provided for in the Contract Documents and any Amendments thereto, and for the use and protection of each claimant. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (b)If the Contract Sum, including Owner-accepted alternates and allowances, if any, is greater than $50,000, Payment bonds in 100% of the Contract Sum are mandatory and shall be required to be provided by the Contractor. If the Contract Sum is greater than $100,000, a Payment Bond and Performance Bond in 100% of the Contract amount is mandatory. (c)No surety will be accepted by the Owner who is now in default or delinquent on any bonds or who is a party to any litigation against the Owner. All bonds shall be made and executed on the Owner's standard forms, shall be approved by the Owner, and shall be executed by not less than one corporate surety that is authorized and admitted to do business in the State of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the most current United States Department of the Treasury List of Acceptable Sureties, and is otherwise acceptable to the Owner. Each bond shall be executed by the Prime Contractor and the surety, and shall specify that legal venue for enforcement of each bond shall lie exclusively in Denton County, Texas. Each surety shall designate an agent resident in Denton County, Texas to whom any requisite statutory notices may be delivered and on whom service of process may be had in matters arising out of the suretyship. (d)Contractor will be required to furnish original performance and payment bonds for 100 percent of the total submission price before work is to commence. The Contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from a surety licensed to do business in the State of Texas. The City, at its option, may waive the payment and performance bond requirements for projects of less than $50,000. Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds should be forwarded to the City of Denton within fourteen (14) calendar days from contract award. This contract is not fully executed until payment and performance bonds are received and accepted by the City. Upon approval, a purchase order will be issued. (e)The failure of the Contractor to deliver the required statutory bonds and evidence of insurance within fourteen (14) calendar days after the Contract is awarded shall constitute a material breach of the Prime Contractor’s bid proposal and the Owner may rescind the Contract award and collect or retain the proceeds of the bid security. By reason of the uncertainty of the market prices or materials and labor, and it being impracticable and difficult to determine accurately the amount of damages occurring to the Owner by reason of the Prime Contractor's failure to execute and furnish the statutory bonds within fourteen (14) calendar days, the filing of a bid proposal with the accompanying bid security will be considered as an acceptance of this Subparagraph 11.5(e). In the event the Owner should re-advertise for bids, the defaulting Prime Contractor shall not be eligible to bid, and the lowest responsible bid obtained in the re-advertisement shall be the bid referred to in this Paragraph. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK 12.1 UNCOVERING OF WORK (a)If a portion of the Work is covered contrary to the Architect/Engineer’s request or to requirements specifically expressed in the Contract Documents, the Work must, if required in writing by the Architect/Engineer, be uncovered for the Architect/Engineer’s observation and be replaced at the Prime Contractor’s expense without change in the Contract Time. (b)If a portion of the Work has been covered which the Architect/Engineer has not specifically requested to observe prior to it being covered, the Architect/Engineer may request to see such Work and it shall be uncovered by the Prime Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner. If any Work is not in accordance with the Contract Documents, the Prime Contractor shall pay the costs of uncovering, repair, replacement unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. 12.2 CORRECTION OF WORK (a)The Prime Contractor shall promptly correct Work rejected by the Architect/Engineer as failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Prime Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect/Engineer’s services and expenses made necessary thereby. (b)If any of the Work is found to be defective or nonconforming with the requirements of the Contract Documents, the Prime Contractor shall correct it promptly after receipt of written notice from the Architect/Engineer or the Owner to do so unless the Owner has previously given the Prime Contractor a written acceptance or waiver of the defect or nonconformity. The Prime Contractor’s obligation to correct defective or nonconforming Work remains in effect for: (1)one year after the date of Substantial Completion of the Work or designated portion of the Work; (2)one year after the date for commencement of warranties established by agreement in connection with partial occupancy under Subparagraph 9.8(a); or (3)the stipulated duration of any applicable special warranty required by the Contract Documents. (c)The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect to portions of the Work performed, repaired, or corrected after Substantial Completion by the period of time between Substantial Completion and the actual completion of the Work. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (d)The obligations of the Prime Contractor under this Paragraph 12.2 shall survive final acceptance of the Work and termination of this Contract. The Owner shall give notice to the Prime Contractor promptly after discovery of a defective or nonconforming condition in the Work. The one-year period stated in Clauses (b) (1) and (b) (2) does not limit the ability of the Owner to require the Prime Contractor to correct latent defects or nonconformities in the Work, which defects or nonconformities could not have been discovered through reasonable diligence by the Owner or the Architect/Engineer at the time the Work was performed or at the time of inspection for certification of Substantial Completion or Final Completion. The one year period also does not relieve the Prime Contractor from liability for any defects or deficiencies in the Work that may be discovered after the expiration of the one year correction period. (e)The Prime Contractor shall remove from the Project site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Prime Contractor nor accepted by the Owner. (f)If the Prime Contractor fails to correct defective or nonconforming Work within a reasonable time after notice from the Owner or the Architect/Engineer, the Owner may correct it in accordance with Paragraph 2.4. If the Prime Contractor does not proceed with correction of defective or nonconforming Work within a reasonable time fixed by written notice from the Architect/Engineer, the Owner may remove or replace the defective or nonconforming Work and store the salvageable materials or equipment at the Prime Contractor’s expense. If the Prime Contractor does not pay costs of removal and storage within ten days after written notice, the Owner may, upon ten (10) additional days written notice, sell the materials and equipment at auction or at private sale and shall account for the proceeds after deducting costs and damages that should have been borne by the Prime Contractor, including compensation for the Architect/Engineer’s services and expenses made necessary as a result of the sale. If the proceeds of sale do not cover costs which the Prime Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments due to the Prime Contractor then or thereafter are not sufficient to cover the deficiency, the Prime Contractor shall pay the difference to the Owner. (g)The Prime Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or separate contractors, whether the construction is completed or partially completed, that is caused by the Prime Contractor’s correction or removal of Work which is not in accordance with the requirements of the Contract Documents. (h)Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Prime Contractor might have under the Contract Documents. Establishment of the one-year time period as described in Subparagraph 12.2(b) relates only to the specific obligation of the Prime Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Prime Contractor’s liability with respect to the Prime Contractor’s obligations other than specifically to correct the Work. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (i)Any Work repaired or replaced pursuant to this Article 12 shall be subject to the provisions of Article 12 to the same extent as Work originally performed or installed. 12.3 ACCEPTANCE OF NONCONFORMING WORK The Owner may, in the Owner’s sole discretion, accept Work which is not in accordance with the requirements of the Contract Documents instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. The adjustment will be accomplished whether or not final payment has been made. ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY SUSPENSION 13.1 FINAL COMPLETION OF CONTRACT The Contract will be considered completed, except as provided in any warranty or maintenance stipulations, bond, or by law, when all the Work has been finally completed, the final inspection is made by the Architect/Engineer, and final acceptance and final payment is made by the Owner. 13.2 WARRANTY FULFILLMENT Prior to the expiration of the specified warranty period provided for in the Contract Documents, the Architect/Engineer will make a detailed inspection of the Work and will advise the Prime Contractor and the Prime Contractor’s Surety of the items that require correction. The Architect/Engineer will make a subsequent inspection and if the corrections have been properly performed, the Architect/Engineer will issue a letter of release on the maintenance stipulations to the Prime Contractor and the Surety. If for any reason the Prime Contractor has not made the required corrections before the expiration of the warranty period, the warranty provisions as provided for in the Contract Documents shall remain in effect until the corrections have been properly performed and a letter of release issued. 13.3 TERMINATION BY THE OWNER FOR CAUSE (a)Notwithstanding any other provision of these General Conditions, the Work or any portion of the Work may be terminated immediately by the Owner for any good cause after giving seven (7) days advance written notice and opportunity to cure to the Prime Contractor, including but not limited to the following causes: (1)Failure or refusal of the Prime Contractor to start the Work within ten (10) days after the date of written notice by the Owner to commence the Work. (2)A reasonable belief that the progress of the Work being made by the Prime Contractor is insufficient to complete the Work within the specified time. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (3)Failure or refusal of the Prime Contractor to provide sufficient and proper equipment or construction forces to properly execute the Work in a timely manner. (4)A reasonable belief that the Prime Contractor has abandoned the Work. (5)A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise financially unable to carry on the Work. (6)Failure or refusal on the part of the Contractor to observe any requirements of the Contract Documents or to comply with any written orders given by the Architect/Engineer or the Owner as provided for in the Contract Documents. (7)Failure or refusal of the Prime Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Architect/Engineer. (8)A reasonable belief by the Owner that collusion exists or has occurred for the purpose of illegally procuring the Contract or a Subcontractor, or that a fraud is being perpetrated on the Owner in connection with the construction of Work under the Contract. (9)Repeated and flagrant violation of safe working procedures. (10)The filing by the Prime Contractor of litigation against the Owner prior to completion of the Work. (b)When the Work or any portion of the Work is terminated for any of the causes itemized above or for any other cause except termination for convenience pursuant to Subparagraph 13.3(e), the Prime Contractor shall, as of the date specified by the Owner, discontinue the Work or portion of the Work as the Owner shall designate, whereupon the surety shall, within fifteen (15) days after the written notice of termination for cause has been served upon the Prime Contractor and the surety or its authorized agents, assume the obligations of the Prime Contractor for the Work or that portion of the Work which the Owner has ordered the Prime Contractor to discontinue and may: (1)perform the Work with forces employed by the surety; (2)with the written consent of the Owner, tender a replacement contractor to take over and perform the Work, in which event the surety shall be responsible for and pay the amount of any costs required to be incurred for the completion of the Work that are in excess of the amount of funds remaining under the Contract as of the time of the termination; or (3)with the written consent of the Owner, tender and pay to the Owner in settlement the amount of money necessary to finish the balance of uncompleted Work under the Contract, correct existing defective or nonconforming Work, and compensate the Owner for any other loss sustained as a result of Prime Contractor's default. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety shall assume the Prime Contractor's place in all respects, and the amount of funds remaining unpaid under the Contract shall be paid by the Owner for all Work performed by the surety or the replacement contractor in accordance with the terms of the Contract Documents, subject to any rights of the Owner to deduct any costs, damages, or actual damages that the Owner may have incurred, including but not limited to additional fees and expenses of the Architect/Engineer and attorney’s fees, as a result of such termination. (c)The balance of the Contract Sum remaining at the time of the Prime Contractor’s default and of the termination shall become due and payable to the surety as the Work progresses, subject to all of the terms, covenants, and conditions of the Contract Documents. If the surety does not, within the time specified in Subparagraph 13.3(b), exercise its obligation to assume the obligations of the Contract, or that portion of the Contract which the Owner has ordered the Prime Contractor to discontinue, then the Owner shall have the power to complete the Work by contract or otherwise, as it may deem necessary. The Prime Contractor agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies, and property of every kind provided by the Prime Contractor for the purpose of the Work, and to procure other tools, equipment, labor, and materials for the completion of the Work, and to charge to the account of the Prime Contractor the expenses of completion and labor, materials, tools, equipment, and incidental expenses. The expenses incurred by the Owner to complete the Work shall be deducted by the Owner out of the balance of the Contract Sum remaining unpaid to or unearned by the Contractor. The Prime Contractor and the surety shall be liable to the Owner for any costs incurred in excess of the balance of the Contract Sum for the completion and correction of the Work, and for any other costs, damages, expenses (including but not limited to additional fees of the Architect/Engineer and attorney’s fees), and damages incurred as a result of the termination. (d)The Owner shall not be required to obtain the lowest bid for the Work of completing the Contract as described in Subparagraph 13.3(c), but the expenses to be deducted from the Contract Sum shall be the actual cost of such Work. In case the Owner’s expense is less than the sum which would have been payable under the Contract, if the same had been completed by the Prime Contractor, then the Owner may pay to the Prime Contractor (or the Surety, in the event of a complete termination for cause) the difference in the cost, provided that the Prime Contractor (or the Surety) shall not be entitled to any claim for damages or for loss of anticipated profits. In case such expenses for completion shall exceed the amount which would have been payable under the Contract if the same had been completed by the Prime Contractor, then the Prime Contractor and his Sureties shall pay the amount of the excess to the Owner on notice from the Owner for excess due. When only a particular part of the Work is being carried on by the Owner by contract or otherwise under the provisions of this Subparagraph, the Prime Contractor shall continue the remainder of the Work in conformity with the terms of the Contract, and in such manner as not to hinder or interfere with the performance of workmen employed and provided by the Owner. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (e)The unconditional right to terminate this Contract for the convenience of the Owner (including but not limited to non-appropriation of funding) is expressly retained by the Owner. In the event of termination for convenience, the Owner shall deliver at least ten (10) days advance written notice of termination for convenience to the Prime Contractor. Upon the Prime Contractor’s receipt of such written notice, the Prime Contractor shall cease the performance of the Work and shall take reasonable and appropriate action to secure and protect the Work in place. The Prime Contractor shall then be reimbursed by the Owner in accordance with the terms and provisions of the Contract Documents, not to exceed actual labor costs incurred, materials stored at the Project site or away from the Project site as approved by the Owner but not yet paid for, plus actual, reasonable, and documented termination charges, if any, paid by the Prime Contractor in connection with the Work in place which is completed and in conformance with the Contract Documents to the date of termination for convenience. No amount shall ever be due to the Prime Contractor for lost or anticipated profits. 13.4 TEMPORARY SUSPENSION OF THE WORK (a)The Work or any portion of the Work may be temporarily suspended by the Owner immediately upon written notice to the Prime Contractor for any reason, including but not limited to: (1)the causes described in Clauses 13.1(a)(1) through (a)(10) above; (2)where other provisions in the Contract Documents require or permit temporary suspension of the Work; (3)situations where the Work is threatened by, contributes to, or causes an immediate threat to public health, safety, or security; or (4)other unforeseen conditions or circumstances. (b)The Prime Contractor shall immediately resume the temporarily suspended Work when ordered in writing by the Owner to do so. The Owner shall not under any circumstances be liable for any claim of the Prime Contractor arising from a temporary suspension due to a cause described in Clause (a)(1) above; provided, however, that in the case of a temporary suspension for any of the reasons described under Clauses (a)(2) through (a)(4), where the Prime Contractor is not a contributing cause of the suspension under one of those Clauses or where the provision of the Contract Documents in question specifically provides that the suspension is at no cost to the Owner, the Owner will make an equitable adjustment for the following items, provided that a claim is properly made by the Prime Contractor under Subparagraph 4.3 of these General Conditions: (1)an equitable extension of the Contract Time, not to exceed the actual delay caused by the temporary suspension as determined by the Architect/Engineer and the Owner; Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 (2)an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable costs of properly protecting any Work that is finished or partially finished during the period of the temporary suspension (no profit and overhead shall be allowed on top of these costs); and (3)if it becomes necessary to move equipment from the Project site and then return it to the Project site when the Work is ordered to be resumed, an equitable adjustment to the Contract Sum for the actual, necessary, and reasonable cost of these moves; provided, however, that no adjustment shall be due if the equipment is moved to another Project site of the Owner. ARTICLE 14 MISCELLANEOUS PROVISIONS 14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS (a)This Contract shall be in all things governed by the laws of the State of Texas without regard to conflict of laws principles. (b)The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. 14.2 SUCCESSORS AND ASSIGNS The Owner and the Prime Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the promises, covenants, terms, conditions, and obligations contained in the Contract Documents. The Prime Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Prime Contractor attempts to make an assignment, transfer, or conveyance without the Owner’s written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Prime Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. 14.3 WRITTEN NOTICE Except as otherwise provided in Article 16, any notice, payment, statement, or demand required or permitted to be given under this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 14.4 RIGHTS AND REMEDIES; NO WAIVER OF RIGHTS BY OWNER (a) The duties and obligations imposed on the Prime Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Prime Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 14.5 INTEREST The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Paragraph 9.6(a) of these General Conditions. 14.6 OFFICERS OR EMPLOYEES OF THE OWNER NOT TO HAVE FINANCIAL INTEREST IN ANY CONTRACT OF THE OWNER No officer or employee of the Owner shall have a financial interest, direct or indirect, in any Contract with the Owner, or be financially interested, directly or indirectly, in the sale to the Owner of any land, materials, supplies or services, except on behalf of the Owner as an officer or employee. Any violation of this article shall constitute malfeasance in office, and any officer or employee of Owner guilty thereof shall thereby forfeit his office or position. Any violation of this section, with the knowledge, express or implied, of the person, persons, partnership, company, firm, association or corporation contracting with the Owner shall render the Contract involved voidable by the Owner's City Manager or City Council. 14.7 VENUE This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. 14.8 INDEPENDENT CONTRACTOR In performing the Work under this Contract, the relationship between the Owner and the Prime Contractor is that of an independent contractor. The Prime Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting working hours, scheduling or prioritizing the Work flow and determining the means and methods of performing the Work, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Prime Contractor an agent, servant, or employee of the Owner, or making the Prime Contractor or any of the Prime Contractor’s employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 14.9 NONDISCRIMINATION As a condition of this Contract, the Prime Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Prime Contractor and its Subcontractors will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, sexual orientation, or handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. The Prime Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-12213, as amended. In this regard, the Prime Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the Owner, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 14.10 GIFTS TO PUBLIC SERVANTS (a)The Owner may terminate this Contract immediately if the Prime Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. (b)For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. (c)Notwithstanding any other legal remedies, the Owner may require the Prime Contractor to remove any employee of the Prime Contractor from the Project who has violated the restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Prime Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. ARTICLE 15 RIGHT TO AUDIT CONTRACTOR'S RECORDS By execution of the Building Construction Services Agreement, the Prime Contractor grants the Owner the right to audit, at the Owner's election, all of the Prime Contractor's records and billings relating to the performance of the Work under the Contract Documents. The Prime Contractor agrees to retain its Project records for a minimum of five (5) years following completion of the Work. The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services performed by Prime Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City’s rights as may be disclosed by an audit under this section. Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 ARTICLE 16 NOTICE OF CONTRACT CLAIM This Contract is subject to the provisions of the Denton City Code, as amended, relating to requirements for filing a notice of a breach of contract claim against City. Prime Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. 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. Contractor terms and conditions Contract 7040 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 EXHIBIT D PAYMENT AND PERFORMANCE BOND REQUIREMENTS Contractor will be required to furnish original performance and payment bonds for one hundred (100%) percent of the total submission price before work is to commence. The Contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from a surety licensed to do business in the State of Texas. The City, at its option, may waive the payment and performance bond requirements for projects of less than $50,000. Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds should be forwarded to the City of Denton within fourteen (14) calendar days from contract award. This contract is not fully executed until payment and performance bonds are received and accepted by the City. Upon approval, a purchase order will be issued. Contract # 7020 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 EXHIBIT E INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Contract # 7020 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Contract # 7020 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\]Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. Contract # 7020 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 \[ \] 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. \[X\] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 7020 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 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 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Contract # 7020 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 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 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 Contract # 7020 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 7.Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J.By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K.The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 7020 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 Exhibit F 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. Contract # 7020 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 EXHIBIT G RFP 7040 - Pricing Sheet for MLK Playground Construction Respondent's Business Name:Whirlix Design Inc Principal Place of Business (City and State): Richardson TX EST. Est. Del. ARO ANN. Item # Extended Price UOMProduct Description (Bus. Days) QTY SECTION A - Martin Luther King Jr. Recreation Center 2-5 and 5-12 Playground Equipment and 11EA $158,600.00 20-30 Bus. Days Installation 21EA $1,400.00 5 days Construction Fencing 31EA $500.00 5 Year Supplemental Service Warranty $160,500.00 DocuSign Envelope ID: BBBCEF98-6A62-49E2-AB65-4E8598F3A843 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filingauthority not later than the 7business 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 entityDate Certificate Of Completion Envelope Id: BBBCEF986A6249E2AB654E8598F3A843Status: Sent Subject: Please DocuSign: City Council Contract 7040-MLK Playground Construction Source Envelope: Document Pages: 82Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 1Jody Word AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 8/30/2019 2:05:07 PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 8/30/2019 2:14:56 PM Completed jody.word@cityofdenton.comViewed: 8/30/2019 2:15:06 PM Senior BuyerSigned: 8/30/2019 2:18:09 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tabitha MillsopSent: 8/30/2019 2:18:11 PM tabitha.millsop@cityofdenton.comViewed: 9/3/2019 2:28:01 PM City of DentonSigned: 9/3/2019 2:48:40 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 9/3/2019 2:48:43 PM mack.reinwand@cityofdenton.comViewed: 9/5/2019 8:41:03 AM City of DentonSigned: 9/5/2019 8:49:20 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jason EdmundsonSent: 9/5/2019 8:49:23 AM jedmundson@whirlix.comViewed: 9/5/2019 8:50:27 AM PresidentSigned: 9/5/2019 6:41:16 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 47.187.216.65 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 9/5/2019 6:40:20 PM ID: 799fdc0f-5e71-42ec-abef-e6d4bd82e52b Signer EventsSignatureTimestamp Gary PackanSent: 9/5/2019 6:41:20 PM Gary.packan@cityofdenton.comViewed: 9/5/2019 7:16:26 PM Director of Parks and RecreationSigned: 9/5/2019 7:17:52 PM Security Level: Email, Account Authentication Signature Adoption: Drawn on Device (None) Using IP Address: 99.8.180.145 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 9/5/2019 7:16:26 PM ID: 76085b07-7f54-4ede-9fbf-e4c035c14b78 Cheyenne DefeeSent: 9/5/2019 7:17:55 PM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne DefeeSent: 8/30/2019 2:18:11 PM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 8/30/2019 2:18:12 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jason Donnell Jason.Donnell@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Drew Huffman drew.huffman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/13/2018 12:52:26 PM ID: 0fcc9a04-4fe5-41d0-935e-32877832cf92 Jennifer Tyler jennifer.tyler@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Russell Koch Russell.Koch@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign David Rushing drushing@whirlix.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Envelope SentHashed/Encrypted9/5/2019 7:17:55 PM Electronic Record and Signature Disclosure FMFDUSPOJD!SFDPSE!BOE!TJHOBUVSF!EJTDMPTVSF! 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2199,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theapprovalofafirstamendmenttoaProfessionalServicesAgreementbetweentheCityofDentonandMatrix ConsultingGroup,Ltd.,amendingthecontractapprovedbyPurchasingonJuly3,2019,inthenot-to-exceed amountof$40,000;saidfirstamendmenttoprovidecomprehensivestaffinganalysistobeconductedonthe DentonPoliceDepartmenttoassesscurrentandfuturestaffingneedsintheamountof$92,000;providingfor theexpenditureoffundstherefor;andprovidinganeffectivedate(File7116-providingforanadditionalfirst amendmentexpenditureamountnot-to-exceed$92,000,withthetotalcontractamountnot-to-exceed $132,000). City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 24, 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 Matrix Consulting Group, Ltd., amending the contract approved by Purchasing on July 3, 2019, in the not-to-exceed amount of $40,000; said first amendment to provide comprehensive staffing analysis to be conducted on the Denton Police Department to assess current and future staffing needs in the amount of $92,000; providing for the expenditure of funds therefor; and providing an effective date (File 7116 providing for an additional first amendment expenditure amount not-to-exceed $92,000, with the total contract amount not-to-exceed $132,000). INFORMATION/BACKGROUND The Matrix Consulting Group has worked extensively with a wide range of police agencies to provide a variety of services. The firm is comprised of experienced management consultants who specialize in the analysis of law enforcement services. In all, over 350 police studies have been conducted, with many in Texas. The purpose of this professional service agreement will provide for a comprehensive staffing analysis to be conducted on the Denton Police Department to assess current and future staffing needs. The scope of services provided for this contract will include: Develop a comprehensive understanding of police services within the City Analyze the operations for police services Develop an analysis of current staffing levels and evaluate geographical and temporal deployments Evaluate future growth projections and develop an analysis of future staffing needs within the department Evaluate the deployment of staff, particularly in Patrol RECOMMENDATION Award Amendment No. 1 with Matrix Consulting Group, Ltd., for comprehensive staffing analysis to be conducted on the Denton Police Department, in the not-to-exceed amount of $92,000, for a total amended contract amount of $132,000. PRINCIPAL PLACE OF BUSINESS Matrix Consulting Group, Ltd Mountain View, CA ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by November 2019. FISCAL INFORMATION These services will be funded from Police Department General Fund account 310001.7899. The budgeted amount for this item is $92,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Quote Exhibit 3: Original Contract Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Frank Dixon at 940-349-8181. Legal point of contact: Mack Reinwand at 940-349-8333. Exhibit 2 - Quote Qspqptbm!up!Dpoevdu!b!Qpmjdf!Efqbsunfou!Tuvez! EFOUPO-!UFYBT! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! Exhibit 2 - Quote ! Ubcmf!pg!Dpoufout! 2/!Mfuufs!pg!Usbotnjuubm!!2! ! 3/!Gjsn!boe!Qspkfdu!Ufbn!Rvbmjgjdbujpot!4! ! 4/!Xpsl!Qmbo!boe!Tdifevmf!24! 5/!Qspqptfe!Dptut!43! ! Buubdinfou!Ä!Sftvnft!34! Exhibit 2 - Quote ! Nbz!8-!312: Efqvuz!Dijfg!Gsbol!X/!Qbehfuu Pqfsbujpot!Cvsfbv! Efoupo!Qpmjdf!Efqbsunfou 712!F!Ijdlpsz! Efoupo-!UY!87316 Efbs!Dijfg!Qbehfuu; Uif!Nbusjy!Dpotvmujoh!Hspvq!jt!qmfbtfe!up!tvcnju!pvs!qspqptbm!up!dpoevdu!bQpmjdf! 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DocuSign Envelope ID: 9D5BB7E8-81BC-4BF7-93CF-33BDD2E4CCB4 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 9D5BB7E8-81BC-4BF7-93CF-33BDD2E4CCB4 FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND MATRIX CONSULTING GROUP, LTD PSA 7116 THE STATE OF TEXAS § COUNTY OF DENTON § THIS FIRST AMENDMENT TO CONTRACT 7116 (by and between the City of Denton, and Matrix Consulting Group, Ltd Consultant); to that certain contract executed on July 3, 2019, in the original not-to- exceed amount of $40,000 Fee Study for Development Services; 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 $92,000 with this Amendment for an aggregate not-to-exceed of $132,000. FURTHERMORE, 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 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. hereto and incorporated herein for all purposes, for professional services related to the Denton Police Department Staffing Study, 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 A-labor expenses an amount not to exceed $92,000. 2. This Amendment modifies the Agreement amount to provide an additional $92,000 for the additional services with a revised aggregate not to exceed total of $132,000. 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. 7116 PSA Amendment #1 Page 1 of 2 DocuSign Envelope ID: 9D5BB7E8-81BC-4BF7-93CF-33BDD2E4CCB4 IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment electronically, by and through their respective duly authorized representatives and officers on this date _________________________. CITY OF DENTON, TEXAS A Texas Municipal Corporation By: __________________________________ TODD HILEMAN, CITY MANAGER ATTEST: CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: ___________________________________ CONSULTANT THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED MATRIX CONSULTING GROUP, LTD as to financial and operational obligations and business terms. By: _________________________________ AUTHORIZED SIGNATURE, TITLE _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT 7116 PSA Amendment #1 Page 2 of 2 DocuSign Envelope ID: 9D5BB7E8-81BC-4BF7-93CF-33BDD2E4CCB4 ! ! ! ! ! ! ! Qspqptbm!up!Dpoevdu!b!Qpmjdf!Efqbsunfou!Tuvez! ! ! EFOUPO-!UFYBT! ! ! ! ! ! ! ! ! ! ! ! ! ! ! DocuSign Envelope ID: 9D5BB7E8-81BC-4BF7-93CF-33BDD2E4CCB4 ! Ubcmf!pg!Dpoufout 2/!Mfuufs!pg!Usbotnjuubm!!2! ! 3/!Gjsn!boe!Qspkfdu!Ufbn!Rvbmjgjdbujpot!4! ! 4/!Xpsl!Qmbo!boe!Tdifevmf!24! 5/!Qspqptfe!Dptut!43! ! Buubdinfou!Ä!Sftvnft!34! ! DocuSign Envelope ID: 9D5BB7E8-81BC-4BF7-93CF-33BDD2E4CCB4 ! Nbz!8-!312:! Efqvuz!Dijfg!Gsbol!X/!Qbehfuu Pqfsbujpot!Cvsfbv! Efoupo!Qpmjdf!Efqbsunfou! 712!F!Ijdlpsz!! Efoupo-!UY!87316! Efbs!Dijfg!Qbehfuu;! Uif!Nbusjy!Dpotvmujoh!Hspvq!jt!qmfbtfe!up!tvcnju!pvs!qspqptbm!up!dpoevdu!bQpmjdf! 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DocuSign Envelope ID: 9D5BB7E8-81BC-4BF7-93CF-33BDD2E4CCB4 DocuSign Envelope ID: 9D5BB7E8-81BC-4BF7-93CF-33BDD2E4CCB4 DocuSign Envelope ID: 9D5BB7E8-81BC-4BF7-93CF-33BDD2E4CCB4 Certificate Of Completion Envelope Id: 9D5BB7E881BC4BF793CF33BDD2E4CCB4Status: Sent Subject: Please DocuSign: City Council Contract 7116 - First Amendment PSA Source Envelope: Document Pages: 49Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 1Suzzen Stroman AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Suzzen StromanLocation: DocuSign 8/27/2019 10:33:04 AM suzzen.stroman@cityofdenton.com Signer EventsSignatureTimestamp Suzzen StromanSent: 8/27/2019 10:51:58 AM Completed suzzen.stroman@cityofdenton.comViewed: 8/27/2019 10:52:18 AM BuyerSigned: 8/27/2019 10:52:18 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Suzzen StromanSent: 8/27/2019 11:00:45 AM Completed suzzen.stroman@cityofdenton.comViewed: 8/27/2019 11:01:00 AM BuyerSigned: 8/27/2019 11:01:01 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori HewellSent: 8/27/2019 10:52:20 AM lori.hewell@cityofdenton.comViewed: 8/27/2019 10:56:22 AM Purchasing ManagerSigned: 8/27/2019 11:02:08 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 8/27/2019 11:02:11 AM mack.reinwand@cityofdenton.comResent: 9/3/2019 10:13:28 AM City of DentonViewed: 8/28/2019 2:39:06 PM Security Level: Email, Account Authentication Signed: 9/3/2019 10:37:17 AM Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer EventsSignatureTimestamp Richard BradySent: 9/3/2019 10:37:20 AM rbrady@matrixcg.netResent: 9/3/2019 1:24:52 PM PresidentResent: 9/3/2019 1:30:35 PM Matrix Consulting Group, Ltd.Viewed: 9/3/2019 1:36:16 PM Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Signed: 9/3/2019 1:36:25 PM Using IP Address: 73.70.27.105 (None) Electronic Record and Signature Disclosure: Accepted: 9/3/2019 1:26:19 PM ID: 54064a91-af67-4667-8018-10ca6319db88 Frank DixonSent: 9/3/2019 1:36:29 PM Frank.Dixon@cityofdenton.comViewed: 9/3/2019 1:41:05 PM Chief of PoliceSigned: 9/3/2019 1:42:33 PM Security Level: Email, Account Authentication Signature Adoption: Drawn on Device (None) Using IP Address: 107.77.201.227 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 9/3/2019 1:41:05 PM ID: cb5ba26f-ad0b-4a98-99b2-940f06842c65 Cheyenne DefeeSent: 9/3/2019 1:42:36 PM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 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 EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Cheyenne DefeeSent: 8/27/2019 10:52:21 AM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 8/27/2019 10:52:21 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Shanika Mayo Shanika.Mayo@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness EventsSignatureTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted9/3/2019 1:42:36 PM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure FMFDUSPOJD!SFDPSE!BOE!TJHOBUVSF!EJTDMPTVSF! 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2200,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteacontractwithSHIGovernmentSolutions,Inc.,throughtheDepartmentof InformationResources(DIR)CooperativePurchasingNetworkContract#DIR-TSO-4092forthesupplyof MicrosoftEnterpriseLicensingRenewalAgreementtorenewlicensingfortheDesktopOptimizationPackage, RemoteDesktopServices,Office365,andClient/Serversoftwarelicensing;providingfortheexpenditureof fundstherefor;andprovidinganeffectivedate(File7145-awardedtoSHIGovernmentSolutions,Inc.,inthe three (3) year not-to-exceed amount of $2,415,540). City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 24, 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 SHI Government Solutions, Inc., through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract# DIR-TSO-4092 for the supply of Microsoft Enterprise Licensing Renewal agreement to renew licensing for the Desktop Optimization Package, Remote Desktop Services, Office 365, and Client/Server software licensing; providing for the expenditure of funds therefor; and providing an effective date (File 7145- awarded to SHI Government Solutions, Inc., in the three (3) year not-to-exceed amount of $2,415,540). INFORMATION/BACKGROUND The City of Denton utilizes Microsoft Corporation software to support daily operations, communication, and services to the community. The City leverages a number of different Microsoft software products including Windows server and desktop operating systems, Microsoft Office, Exchange, Lync, SQL Server, Microsoft which allows the City to purchase and utilize Microsoft software products. A Microsoft Enterprise Agreement is a volume licensing package offered by Microsoft. It primarily targets large organizations that have 500 or more personal computers. The Microsoft Enterprise Agreement assists us in getting the best pricing, discounts, and added benefits designed to support server and cloud technologies. We get the best savings by deploying a common IT platform across the organization. We also receive 24/7 technical support, planning services, end-user and technical training, as well as unique technologies with Software Assurance. In addition, we minimize up-front costs and budget more effectively by locking in pricing and spreading payments over three years. Pricing obtained through the Department of Information Resources (DIR) Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 7, 1992, Council approved the interlocal agreement with the Department of Information Resources Purchasing Network (Resolution 92-019). RECOMMENDATION Award a contract with SHI Government Solutions, Inc., for the supply of Microsoft Enterprise Licensing Renewal agreement to renew licensing for the: Desktop Optimization Package, Remote Desktop Services, Office 365, and Client/Server software licensing, in a three (3) year not-to-exceed amount of $2,415,540. PRINCIPAL PLACE OF BUSINESS SHI Government Solutions, Inc. Austin, TX ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. FISCAL INFORMATION These services will be funded from the Technology Services Department operating account. The cost for the licenses will be charged back to the using departments as they are purchased and installed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Quote Exhibit 3: Three (3) Year Estimated Expenditure Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Melissa Kraft at 940-349-7823. Legal point of contact: Mack Reinwand at 940-349-8333. Microsoft Enterprise Agreement Contract Expenses Exhibit 3 Three (3) Year Estimated Expenditure 201920202021 ItemsUnit CostQtyExt. CostQtyExt. CostQtyExt. Cost Azure Monetary Commitment - US Gov $1,227.9610$12,279.6010$12,279.6010$12,279.60 Microsoft - Part#: J5U-00001 $0.00$0.00$0.00 ExchgSvrEnt ALNG SA MVL$715.801$715.801$715.801$715.80 Microsoft - Part#: 395-02504$0.00$0.00$0.00 ExchgSvrStd ALNG SA MVL$124.431$124.431$124.431$124.43 Microsoft - Part#: 395-02504$0.00$0.00$0.00 MSDNPltfrms ALNG SA MVL $776.852$1,553.702$1,553.702$1,553.70 Microsoft - Part#: 3VU-00044 $0.00$0.00$0.00 EntMobandSecE3Full GCC ShrdSvr ALNG SubsVL MVL PerUsr$58.92110$6,481.20110$6,481.20110$6,481.20 Microsoft - Part#: AAD-32907$0.00$0.00$0.00 1557 EntMobandSecE3FromSAGCC ShrdSvr ALNG SubsVL MVL PerUsr$73.68$114,719.761577$116,193.361587$116,930.16 Microsoft - Part#: AAD-32906$0.00$0.00$0.00 O365GCCE3 ShrdSvr ALNG SubsVL MVL PerUsr$216.12110$23,773.20110$23,773.20110$23,773.20 Microsoft - Part#: AAA-11894$0.00$0.00$0.00 O365GCCE3fromSA ShrdSvr ALNG SubsVL MVL PerUsr$163.201557$254,102.401577$257,366.401587$258,998.40 Microsoft - Part#: AAA-11924$0.00$0.00$0.00 Prjct Std ALNG SA MVL $115.4215$1,731.3020$2,308.4020$2,308.40 Microsoft - Part#: 076-01912 $0.00$0.00$0.00 PrjctPro ALNG SA MVL w1PrjctSvrCAL $189.921$189.921$189.921$189.92 Microsoft - Part#: H30-00238 $0.00$0.00$0.00 ProjOnlnPremGCC ShrdSvr ALNG SubsVL MVL PerUsr $505.9250$25,296.0050$25,296.0050$25,296.00 Microsoft - Part#: 7VX-00001 $0.00$0.00$0.00 PwrBIPremP1GCC ShrdSvr ALNG SubsVL MVL $45,878.281$45,878.281$45,878.281$45,878.28 Microsoft - Part#: HKL-00002 $0.00$0.00$0.00 PwrBIProGCC ShrdSvr ALNG SubsVL MVL PerUsr $92.2841$3,783.4850$4,614.0050$4,614.00 Microsoft - Part#: DDJ-00001 $0.00$0.00$0.00 SharePointSvr ALNG SA MVL$1,194.342$2,388.682$2,388.682$2,388.68 Microsoft - Part#: H04-00268$0.00$0.00$0.00 SQLCAL ALNG SA MVL UsrCAL $33.5620$671.2020$671.2020$671.20 Microsoft - Part#: 359-00961 $0.00$0.00$0.00 SQLSvrEntCore ALNG SA MVL 2Lic CoreLic $2,208.5811$24,294.3820$44,171.6020$44,171.60 Microsoft - Part#: 7JQ-00343 $0.00$0.00$0.00 SQLSvrStd ALNG SA MVL 2 $144.89$289.782$289.782$289.78 Microsoft - Part#: 228-04433$0.00$0.00$0.00 SQLSvrStdCore ALNG SA MVL 2Lic CoreLic $576.2946$26,509.3458$33,424.8258$33,424.82 Microsoft - Part#: 7NQ-00292 $0.00$0.00$0.00 SysCtrStdCore ALNG SA MVL 2Lic CoreLic $18.01258$4,646.58387$6,969.87387$6,969.87 Microsoft - Part#: 9EP-00198$0.00$0.00$0.00 VisioOnlnP2GCC ShrdSvr ALNG SubsVL MVL PerUsr $138.4837$5,123.7637$5,123.7637$5,123.76 Microsoft - Part#: P3U-00001 $0.00$0.00$0.00 VisioPro ALNG SA MVL $99.0515$1,485.7515$1,485.7515$1,485.75 Microsoft - Part#: D87-01159 $0.00$0.00$0.00 VisioStd ALNG SA MVL $50.751$50.751$50.751$50.75 Microsoft - Part#: D86-01253 $0.00$0.00$0.00 VSProSubMSDN ALNG SA MVL $302.067$2,114.427$2,114.427$2,114.42 Microsoft - Part#: 77D-00111 $0.00$0.00$0.00 WINENTperDVC ALNG SA MVL Pltfrm$38.471458$56,089.261478$56,858.661488$57,243.36 Microsoft - Part#: KV3-00353$0.00$0.00$0.00 WinRmtDsktpSrvcsCAL ALNG SA MVL DvcCAL $18.01149$2,683.49160$2,881.60160$2,881.60 Microsoft - Part#: 6VC-01253 $0.00$0.00$0.00 WinSvrDCCore ALNG SA MVL 2Lic CoreLic $124.43516$64,205.88516$64,205.88516$64,205.88 Microsoft - Part#: 9EA-00278 $0.00$0.00$0.00 WinSvrSTDCore ALNG SA MVL 2Lic CoreLic $18.0180$1,440.8080$1,440.8080$1,440.80 Microsoft - Part#: 9EM-00270 SysCtrDatactrCore ALNG LicSAPK MVL 2Lic CoreLic$112.97258$29,146.26129$29,146.26129$14,573.13 Microsoft - Part#: 9EP-00037 Annual Cost:$711,769.40$747,998.12$736,178.49 Total Contract:2,195,946.01 Contract with 10% Contingency:2,415,540.61 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ In accordance with the terms of entity’s Enterprise Agreement nrollment’s For the purposes of this form, “Customer” can mean the signing entity, Enrolled * indicates required field (may be different than Microsoft’s signature date) * indicates required field * indicates required field Customer’s channel partner or Microsoft account manager, who must submit them to the following Microsoft Corporation (Microsoft to complete)(if applicable) (Reseller to complete) This Microsoft Enterprise Enrollment is entered into between the entities as identified in the signature form as of the effective date.Enrolled Affiliate represents and warrants it is the same Customer, or an Affiliate of the Customer, that entered into the Enterprise Agreement identified on the program signature form. Any reference to “anniversary date” refers to the Terms and Conditions 1. Definitions. “Additional Product” means any Product identified as such in the “Community” means the community consisting of one or more of the following: (1) a Government, (2) an ate to meet Customer’s regulatory requirements. Membership in the Community is ultimately at Microsoft’s discretion, which may vary by Government “Enterprise Online Service” means any Online Service designated as an Enterprise Online Service in the “Enterprise Product” means any Desktop Platform Product that Microsoft designates as an Enterprise “Expiration Date” means the date upon which the Enrollment expires. “Federal Agency” means a bureau, office, agency, department or other entity of the United States “Government” means a Fede “Government Community Cloud Services” means Microsoft Online Services that are provisioned in Microsoft’s multi “Industry Device” (also known as line of business device) means any device that: (1) is not useable in its a point of sale program) (“Industry Program”). The device may include features and functi “Managed Device” means any device on which any Affiliate in the Enterprise directly or indirectly controls “Qualified Device” means any device that is used by or for the benefit of Enrolled Affiliate’s Enterprise and a virtual desktop infrastructure (“VDI”). Qualified Devices do not include used by or for the benefit of the Enrolled Affiliate’s Enterprise “Qualified User” means a person (e.g., employee, consultant, contingent staff) who: (1) is a user of a “Reseller” means a “Reserved License” means for an Online Service identified or other similar type of governmental instrumentality established by the laws of Customer’s state and Customer’s state’s jurisdiction and geographic boundaries. “Tribal Entity” means a federally “Use Rights” means, with respect to any licensing program, the use rights or terms of service for each “Volume Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site. 2. Order requirements. Enrolled Affiliate’s Enterprise must have a minimum of 250 Affiliate’s use of that Product during that term. ghout this Agreement the term “price” refers to reference reduce the Licenses. If the License count is reduced to zero, then Enrolled Affiliate’s up order, Enrolled Affiliate’s Enterprise: (1) has not e’s authorized initially by following the process described in the Section titled “Adding new Products not previously ordered,” then for additional step 3. Pricing. For both the initial and any renewal term Enrolled Affiliate’s Price Level for all Products ordered under this Enrollment will be Level “D” throughout the term of the Enrollment. Affiliate’s p Microsoft’s prices for Resellers for each Product or Service Microsoft’s 4. Payment terms. If an upfront payment is elected, Microsoft will invoice Enrolled Affiliate’s otherwise, Microsoft will invoice Enrolled Affiliate’s Reseller in three equal annual installments. The first installment will be invoiced upon Microsoft’s acceptance of th 5. End of Enrollment term and termination. month (“Extended Term”) Enrolled Affiliate’s Enterprise must discontinue use. Microsoft may request written “Termination for cause” arly termination of this Enrollment will be subject to the “Ea Termination” Section of the Enterprise Agreement. 6. Government Community Cloud. and could result in termination of Enrolled Affiliate’s license(s) for Government Enrollment Details 1.Enrolled Affiliate’s Enterprise. Agency Affiliates are included in the Enterprise. (Required) Enrolled Affiliate’s Please indicate whether the Enrolled Affiliate’s Enterprise will include all new Affiliates acquired 2. Contact information. Affiliate’s Enterprise. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2201,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteacontractwithOracleAmerica,Inc.,throughtheDepartmentofInformation Resources(DIR)CooperativePurchasingNetworkContractNumberDIR-TSO-4158,forthesupplyof softwaremaintenanceandcontinuedvendorsupportoftheOracleEnterpriseOne;providingfortheexpenditure offundstherefor;andprovidinganeffectivedate(File7146-awardedtoOracleAmerica,Inc.,inthefive(5) year not-to-exceed amount of $1,036,563.65). City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 24, 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 Oracle America, Inc., through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract Number DIR-TSO-4158, for the supply of software maintenance and continued vendor support of the Oracle EnterpriseOne; providing for the expenditure of funds therefor; and providing an effective date (File 7146 - awarded to Oracle America, Inc., in the five (5) year not-to- exceed amount of $1,036,563.65). INFORMATION/BACKGROUND The City of Denton uses the Oracle EnterpriseOne software package for Job Cost, Warehouse Inventory, Procurement, Financials, General Ledger Accounting, and Payroll. It is essential for the City of Denton to keep current maintenance with the software vendor in order to ensure the availability of upgrades, software fixes, and access to knowledge and support resources. Pricing obtained through the Department of Information Resources (DIR) Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 7, 1992, Council approved the interlocal agreement with the Department of Information Resources Purchasing Network (Resolution 92-019). RECOMMENDATION Award a contract with Oracle America, Inc., for Oracle EnterpriseOne software maintenance, in a five (5) year not-to-exceed amount of $1,036,563.65. Year 1 Year 2 Year 3 Year 4 Year 5 JDE Maintenance & Support: 163,123.39 171,279.56 179,843.54 188,835.71 198,277.50 15% Contingency: 24,468.51 25,691.93 26,976.53 28,325.35 29,741.63 Total per year: 187,591.90 196,971.49 206,820.07 217,161.06 228,019.13 Contract Total (5 years): $1,036,563.65 PRINCIPAL PLACE OF BUSINESS Oracle America, Inc. Louisville, CO ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These services will be funded from . EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Quote Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Melissa Kraft at 940-349-7823. Legal point of contact: Mack Reinwand at 940-349-8333. 24-Jun-19 Jim Barnes City of Denton 215 E McKinney St Denton TX 76201 United States Dear Jim Barnes Thetechnicalsupportservicesprovidedundersupportservicenumber5546615willexpire,orhave expired,on31-Oct-19.Pleasefindattachedaquotefortherenewalofthesetechnicalsupportservices.If applicable,theattachedquotemayincludetechnicalsupportservicesthatyouhaverequestedtoorder thatareinadditiontothetechnicalsupportservicesthatyouarerenewing. Topreventinterruptiontoand/orterminationoftechnicalsupportservices,pleasecompleteyourorderfor therenewaloftechnicalsupportservices,identifiedinthequote,byissuingapurchaseorderacceptable toOracleinaccordancewiththeOrderProcessingDetailssectionofthequoteonorbefore2-Oct-19. Ifyouhavequestionsregardingyourorderorrequirefurtherinformation,pleasecontactmeatthee-mail addressortelephonenumberprovidedbelow. Regards, Margaret Baker Oracle Support Services E-mail: margaret.baker@oracle.com Tel.: 9165807474 Fax: Page1 of 7Support Service Number: 5546615 RL_Texas_DIR_v102114 GENERAL INFORMATION OFFER EXPIRATIONORACLE:Oracle America, Inc. Oracle Support Support Service 5546615Margaret Baker Sales Number: Representative: 31-Oct-19 Offer Expires: 9165807474 Telephone: Fax: E-mail:margaret.baker@oracle.com CUSTOMER:City of Denton CUSTOMERCUSTOMER QUOTE TOBILL TO Jim Barnes Accounts Payable* Account Contact:Account Contact: City of DentonCity of Denton, Texas Account Name:Account Name: 215 E McKinney St215 E. McKinney Street Address:Address: DentonDENTON TX 76201TX 76201 United StatesUnited States Telephone: 940-349-8530Telephone: Fax:Fax: jim.barnes@cityofdenton.accountspayable@cityofdent E-mail:E-mail: comon.com "You" and "Your" as referenced in this quote refers to the Customer identified in the table above. Oracle may provide certain notices about technical support services via e-mail. Accordingly, please verify and update the Customer Quote To and Customer Bill To information in the above table to help ensure that You receive such communications from Oracle. If changes are required to the Customer Quote To and Customer Bill To information, please e-mail or fax the updated information, with Your support service number 5546615, to Your Oracle Support Sales Representative identified in the table above. Page2 of 7Support Service Number: 5546615 RL_Texas_DIR_v102114 SERVICE DETAILS Program Technical Support Services Service Level:Software Update License & Support Product DescriptionCSI #QtyLicenseLicenseStart DateEnd DatePrice MetricLevel / Type JD Edwards EnterpriseOne 185967861400LIMITED1-Nov-1931-Oct-2050,719.05 Human Resources - Employee USE PerpetualOTHER JD Edwards EnterpriseOne 185967861400LIMITED1-Nov-1931-Oct-2061,685.27 Payroll - Employee PerpetualUSE OTHER JD Edwards EnterpriseOne Time185967861400LIMITED1-Nov-1931-Oct-2030,157.29 and Labor - Employee PerpetualUSE OTHER Oracle Technology Foundation 18596786200LIMITED1-Nov-1931-Oct-2020,561.78 for JD Edwards EnterpriseOne - USE Application User PerpetualOTHER Program Technical Support Fees:USD163,123.39 Program Technical Support Services Service Level:Software Update License & Support - Custom Application Suite #1 Product DescriptionCSI #QtyLicenseLicenseStart DateEnd Date MetricLevel / Type JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Advanced Pricing (included in USE Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Advanced Stock Valuation USE (included in Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Agreement Management USE (included in Suite)OTHER JD Edwards EnterpriseOne Bulk 18596786200LIMITED1-Nov-1931-Oct-20 Stock Inventory (included in USE Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Capital Asset Management USE (included in Suite)OTHER JD Edwards EnterpriseOne Case18596786200LIMITED1-Nov-1931-Oct-20 Management (included in Suite)USE OTHER Page3 of 7Support Service Number: 5546615 RL_Texas_DIR_v102114 Program Technical Support Services Service Level:Software Update License & Support - Custom Application Suite #1 Product DescriptionCSI #QtyLicenseLicenseStart DateEnd Date MetricLevel / Type JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Configurator (included in Suite)USE OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Contract and Service Billing USE (included in Suite)OTHER JD Edwards EnterpriseOne CRM18596786200LIMITED1-Nov-1931-Oct-20 Foundation (included in Suite)USE OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Financials (included in Suite)USE OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Inventory Management (includedUSE in Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Manufacturing Management USE (included in Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Procurement and Subcontract USE Management (included in Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Project Costing (included in USE Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Quality Management (included inUSE Suite)OTHER JD Edwards EnterpriseOne Real 18596786200LIMITED1-Nov-1931-Oct-20 Estate Management (included in USE Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Requirements Planning (includedUSE in Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Sales Order Management USE (included in Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Service Management (included USE in Suite)OTHER Page4 of 7Support Service Number: 5546615 RL_Texas_DIR_v102114 Program Technical Support Services Service Level:Software Update License & Support - Custom Application Suite #1 Product DescriptionCSI #QtyLicenseLicenseStart DateEnd Date MetricLevel / Type JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Service Management FoundationUSE (included in Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 System Foundation (included in USE Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Transportation Management USE (included in Suite)OTHER JD Edwards EnterpriseOne 18596786200LIMITED1-Nov-1931-Oct-20 Warehouse Management USE (included in Suite)OTHER Program Technical Support Fees:USD0.00 Total Price:USD163,123.39 Plus applicable tax Please note the following: ¸If You have questions regarding the Service Details section of this quote, or believe that corrections are required, please contact Your Oracle Support Sales Representative identified on the first page of this quote . ¸Please review Oracle's technical support policies, including the Lifetime Support Policy, before entering into this quote. Under Oracle's Lifetime Support Policy, the support level for an Oracle product, if applicable, may change during the term of the services purchased under this quote. If extended support is offered, an additional fee will be charged for such support if ordered. If You would like to purchase extended support please contact Your Oracle Support Sales Representative identified on the first page of this quote. ¸If Oracle accepts Your order, the start date set forth in the Service Detail table above shall serve as the commencement date of the technical support services and the technical support services ordered under this quote will be provided through the end date specified in the table for the applicable programs and/ or hardware. ¸If any of the fields listed in the Service Detail table above are blank, then such fields do not apply for the applicable programs and/or hardware for which You are purchasing technical support services. Page5 of 7Support Service Number: 5546615 RL_Texas_DIR_v102114 TECHNICALSUPPORTSERVICESTERMS IftheCustomerandtheCustomerQuoteTonameidentifiedintheGeneralInformationtableaboveare notthesame,CityofDentonrepresentsthatCustomerhasauthorizedCityofDentontoissueapurchase orderforthisquoteonCustomer'sbehalfandtobindCustomertothetermsdescribedherein.Cityof DentonagreesthattheservicesorderedareforthesolebenefitofCustomerandshallonlybeusedby Customer.CityofDentonagreestoadviseCustomerofthetermsofthisquoteaswellasany communicationsreceivedfromOracleregardingtheservices. IftheCustomerandtheCustomerBillTonameidentifiedintheGeneralInformationtableabovearenot thesame,Customeragreesthat:a)Customerhastheultimateresponsibilityforpaymentsunderthis quote;andb)anyfailureofCityofDenton,Texastomaketimelypaymentperthetermsofthisquote shallbedeemedabreachbyCustomerand,inadditiontoanyotherremediesavailabletoOracle,Oracle mayterminateCustomer'stechnicalsupportserviceunderthisquoteinaccordancewiththeprovisions setforthintheContractforProductsandRelatedServicesbetweentheStateofTexasactingbyand throughtheDepartmentofInformationResources("DIR")andOracleAmerica,Inc.("Oracle"),effective July30,2018(DIRContractNo.DIR-TSO-4158;OracleContractNo.US-GMA-1889764)(the"DIR Agreement"). TechnicalsupportisprovidedunderOracle'stechnicalsupportpoliciesineffectatthetimetheservices areprovided.ThetechnicalsupportpoliciesaresubjecttochangeatOracle'sdiscretion;however, Oraclewillnotmateriallyreducethelevelofservicesprovidedforsupportedprogramsand/orhardware duringtheperiodforwhichfeesfortechnicalsupporthavebeenpaid.Youshouldreviewthetechnical supportpoliciespriortoorderingtechnicalsupportinaccordancewiththisquote.Thecurrentversionof thetechnicalsupportpoliciesmaybeaccessedathttp://www.oracle.com/us/support/policies/index.html. Thetechnicalsupportservicesacquiredunderthisquotearegovernedbythetermsandconditionsofthe DIRAgreement,whichisincorporatedhereinbyreference.Anyuseoftheprogramsand/orhardware, whichincludesupdatesandothermaterialsprovidedormadeavailablebyOracleasapartoftechnical supportservices,issubjecttotherightsgrantedfortheprogramsand/orhardwaresetforthintheorderin whichtheprogramsand/orhardwarewereacquired. Page6 of 7Support Service Number: 5546615 RL_Texas_DIR_v102114 ORDERPROCESSINGDETAILS YourorderissubjecttoOracle'sacceptance.YourorderisdeemedtobeplacedwhenYouprovide Oraclewithapurchaseorder.Onceplaced,Yourordershallbenon-cancelableandthesumspaid nonrefundable,exceptasprovidedintheDIRAgreement. TechnicalSupportfeesareinvoicedQuarterlyinArrears.AllfeespayabletoOracleareduein accordancewiththetermsoftheDIRAgreement. OraclewillissueaninvoicetoYouuponreceiptofapurchaseorderacceptabletoOracle.IfYouarenota taxexemptorganization,Youagreetopayanysales,value-addedorothersimilartaxesimposedby applicablelaw,exceptfortaxesbasedonOracle'sincome.IfYouareataxexemptorganization,acopy ofYourtaxexemptioncertificatemustbesubmittedwithYourpurchaseorder. PurchaseOrder Forthetechnicalsupportservicesonthisquote,thepurchaseordermustbeinanon-editableformat (e.g.,PDF)andincludethefollowinginformation: -SupportServiceNumber:5546615 -TotalPrice:USD163,123.39(excludingapplicabletax) -LocalTax,ifapplicable In issuing a purchase order, City of Denton agrees that the terms of this quote and the DIR Agreement supersede the terms in the purchase order or any other non-Oracle document, and no terms included in any such purchase order or other non-Oracle document shall apply to the technical support services ordered under this quote. Pleasee-mailorfaxthepurchaseordertoOracleinaccordancewiththeRemittanceDetailssection below. RemittanceDetails Purchaseordersforthetechnicalsupportservicesorderedunderthisquoteshouldbesentto: Attn:Margaret Baker Oracle Support Services Fax: E-mail:margaret.baker@oracle.com Page7 of 7Support Service Number: 5546615 RL_Texas_DIR_v102114 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Legislation Text File #:ID 19-2204,Version:1 AGENDA CAPTION ConsideradoptionofanordinanceoftheCityofDenton,aTexashome-rulemunicipalcorporation,authorizing theCityManagertoexecuteacontractwithAllAmericanTowingandRecovery,Inc.,fortowingservicesfor Cityvehicles;providingfortheexpenditureoffundstherefor;andprovidinganeffectivedate(IFB7123- awarded to All American Towing and Recovery, Inc., in the five (5) year not-to-exceed amount of $175,000). City of DentonPage 1 of 1Printed on 9/20/2019 powered by Legistar© City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: September 24, 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 All American Towing and Recovery, Inc., for towing services for City vehicles; providing for the expenditure of funds therefor; and providing an effective date (IFB 7123 awarded to All American Towing and Recovery, Inc., in the five (5) year not-to-exceed amount of $175,000). IFB INFORMATION /BACKGROUND Currently, the City does not have a towing contract for City owned vehicles. Fleet Services schedules with one of three different vendors to provide the required towing services. It is anticipated that a contract will improve response times, reduce towing costs and provide a higher level of customer service to operating departments. This request is for a (5) five year towing services contract to move City owned vehicles and equipment to and from various shops and locations due to breakdowns, required maintenance and repairs with an anticipated annual spend of $35,000 and a total of $175,000. Invitation for Bids was sent to 157 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 were received. The lowest bid was received by All American Towing and Recovery, Inc. NIGP Code Used for Solicitation: 968 - (service only) - Public Works and Related Services Notifications for Solicitation sent in IonWave: 157 Number of Suppliers that viewed Solicitation in IonWave: 4 HUB-Historically Underutilized Business Invitations sent out: 9 SBE-Small Business Enterprise Invitations sent out: 49 Responses from Solicitation: 2 RECOMMENDATION Award a contract with All American Towing and Recovery, Inc., for towing services for City vehicles, in a five (5) year not-to-exceed amount of $175,000. PRINCIPAL PLACE OF BUSINESS All American Towing and Recovery, Inc. Bryan, TX ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These services will be funded from Fleet Services Department account 820100.7879. The budgeted amount for this item is $175,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Kader, 940-349-8729. Legal point of contact: Mack Reinwand at 940-349-8333. DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ALL AMERICAN TOWING AND RECOVERY, INC. CONTRACT 7123 THIS CONTRACT is made and entered into this date ______________________, by and between ALL AMERICAN TOWING AND RECOVERY, INC. a Texas corporation, whose address is 10123 FM 1179, BRYAN, TX 77808, 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 IFB 7123 – TOWING SERVICES, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes.The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit “A”); (b)City of Denton’s IFB 7123(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 Terrorist Organization Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 THIS AGREEMENT HAS BEEN BY: ______________________________ BOTH REVIEWED AND APPROVED AUTHORIZED SIGNATURE as to financial and operational obligations and business terms. Date: _______________________________ Printed Name: ________________________ _______________ ________________ SIGNATURE PRINTED NAME Title: _______________________________ __________________________________ ___________________________________ TITLE PHONE NUMBER __________________________________ ___________________________________ DEPARTMENT 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 BY: ______________________ TODD HILEMAN BY: _________________________________ CITY MANAGER Date: Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $175,000. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be five (5) 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 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 yearlypercentage 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. Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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. 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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. 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, Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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. Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38.OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39.PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40.ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee 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. Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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: Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however,Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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 Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 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. Contract 7123 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 DocuSign Envelope ID: A3478A9D-3EC5-4573-8418-920B19E050D4 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. th (The law requires that you file an updated completed questionnaire with the appropriate filingauthority not later than the 7business 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 entityDate Certificate Of Completion Envelope Id: A3478A9D3EC545738418920B19E050D4Status: Sent Subject: Please DocuSign: City Council Contract 7123 - Towing Services Source Envelope: Document Pages: 34Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 1Suzzen Stroman AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Suzzen StromanLocation: DocuSign 8/30/2019 11:16:28 AM suzzen.stroman@cityofdenton.com Signer EventsSignatureTimestamp Suzzen StromanSent: 8/30/2019 11:21:28 AM Completed suzzen.stroman@cityofdenton.comViewed: 8/30/2019 11:21:47 AM BuyerSigned: 8/30/2019 11:21:48 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tabitha MillsopSent: 8/30/2019 11:21:50 AM tabitha.millsop@cityofdenton.comViewed: 8/30/2019 3:45:32 PM City of DentonSigned: 8/30/2019 3:45:43 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 107.77.197.141 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 8/30/2019 3:45:45 PM mack.reinwand@cityofdenton.comViewed: 8/30/2019 4:04:52 PM City of DentonSigned: 8/30/2019 4:05:22 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign MICHAEL PHILLIPSSent: 8/30/2019 4:05:25 PM aaequipmentmovers@gmail.comViewed: 8/30/2019 4:24:12 PM PresidentSigned: 8/30/2019 7:03:20 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 107.77.220.35 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 8/30/2019 4:24:12 PM ID: 762c9567-28f0-406d-a639-921eb8ce17d9 Signer EventsSignatureTimestamp Terry KaderSent: 8/30/2019 7:03:22 PM Terry.Kader@cityofdenton.comViewed: 9/3/2019 7:18:15 AM Fleet SuperintendentSigned: 9/3/2019 7:21:29 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 9/3/2019 7:18:15 AM ID: ec28c143-cc3e-48be-b136-275a1a4141ad Cheyenne DefeeSent: 9/3/2019 7:21:31 AM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 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 Cheyenne DefeeSent: 8/30/2019 11:21:50 AM cheyenne.defee@cityofdenton.comViewed: 8/30/2019 11:29:16 AM Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 8/30/2019 11:21:50 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Envelope SentHashed/Encrypted9/3/2019 7:21:32 AM Electronic Record and Signature Disclosure FMFDUSPOJD!SFDPSE!BOE!TJHOBUVSF!EJTDMPTVSF! 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