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2019-11-12 Agenda with Backup
-r-" DE TON Tuesday, November 12, 2019 City of Denton Meeting Agenda City Council 2:00 PM WORK SESSION BEGINS AT 2:00 P.M. IN THE WORK SESSION ROOM City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Work Session Room CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE CLOSED MEETING IN THE WORK SESSION ROOM After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, November 12, 2019, at 2:00 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 19-1721 Receive a report, hold a discussion, and give staff direction regarding the subsidy and resource allocation study for the Parks and Recreation Department (PARD). Attachments: Exhibit 1 Agenda Information Sheet Exhibit 2 Presentation Exhibit 3 Proposed Pyramid Exhibit 4 Program Back Up B. ID 19-2730 Receive a report, hold a discussion and give staff direction regarding the implementation of an exclusive pedestrian phase in the traffic signal operations of the downtown intersections at Oak and Elm, Oak and Locust, Hickory and Elm, and Hickory and Locust as a pilot program for evaluation as a safety improvement for all modes of transportation in the downtown area. Attachments: Exhibit 1 - Agenda Information Sheet Pedestrian Safety Exhibit 2 - Presentation C. ID 19-2760 Receive a report, hold a discussion, and give staff direction regarding the imminent cessation of water services from the water provider that serves the Green Tree Estates Page I Printed on 11/18/2019 City Council Meeting Agenda November 12, 2019 Subdivision and discuss options with City Council to provide immediate and long term infrastructure services to the residents located within this subdivision. Attachments: Exhibit 1 - Agenda Information Sheet rev Exhibit 2 - Presentation (Updated) Exhibit 3 - Green Tree Estates Fact Sheet.pdf Exhibit 4 - Annexation Ordinance and Service Plan.pdf Exhibit 5 - Presentation (Espanol) D. ID 19-2759 Receive a report, hold a discussion, and give staff direction on a request for a future Council Work Session to discuss whether to adopt additional regulations to the City's Gas Well Ordinance. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Exhibit 3 - House Bill 40 E. ID 19-2210 Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Citizen Police Review Boards Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation 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. Closed Meeting: A. ID 19-2694 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters related to a Power Purchase Agreement between the City of Denton, as the seller of power and electric energy services, and Texas Woman's University, as a buyer of power and electric energy services; discuss, deliberate, and provide direction to staff regarding the same. Consultation with the City's attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. Page 2 Printed on 11/18/2019 City Council Meeting Agenda November 12, 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. Following the completion of the Closed Meeting, the City Council will convene in a Special Called Meeting to consider the following item(s): 1. 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 — I). 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 19-2621 Consider adoption of an ordinance of the City of Denton, approving a City co-sponsorship in an amount not to exceed $3,748 of in-kind services and resources for the Downtown Denton Turkey Trot and Kids' Gobble Wobble, which will be held on Thursday, November 28, 2019, from 7:00 a.m. to 11:00 p.m., at the McKinney Street parking lot; and providing an effective date. Attachments: Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance Exhibit 3 Co-sponsorship Approval Letter B. ID 19-2673 Consider adoption of an ordinance of the City of Denton, Texas, approving a City sponsorship of in-kind services and resources in an amount not to exceed $1,000 for the Denton Fire Traditions Calendar Fundraiser on Saturday, November 16, 2019; and providing an effective date. Attachments: Exhibit 1 Agenda Information Sheet.pdf Exhibit 2 Ordinance.pdf Exhibit 3 Letter of Request.pdf C. ID 19-2680 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to utilize a contract through Tarrant County, Bid Number 2019-064, for the repair, replacement, and the installation of new Guard Fence (guardrails); providing for expenditures of funds therefor; and providing an effective date (File 7176 - awarded to Vann/Elli, Inc., in the two (2) year Page 3 Printed on 11/18/2019 City Council Meeting Agenda November 12, 2019 not -to -exceed amount of $100,000). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Tarrant Co 2019-064 - Pricing Sheet Exhibit 3 - Ordinance D. ID 19-2681 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the TXMAS Cooperative Purchasing Network Contract Number TXMAS-I8-OOCORP12 for managing live online vehicle and equipment auctions for disposal of City of Denton fleet assets and Police Department impound vehicles; providing for the expenditure of funds therefor; and providing an effective date (File 7212 - awarded to IronPlanet Inc. dba GovPlanet, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - TXMAS Contract Pricing Exhibit 3 - Ordinance E. ID 19-2682 Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tunc, correcting an inadvertent mistake in Ordinance No. 19-2196, specifically the awarded amount of the services agreement with IDEXX Distribution, Inc. c/o IDEXX Laboratories for drinking water compliance testing and for laboratory services and animal testing materials for the Denton animal shelter; providing an effective date (File 7133). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance 19-2196 and Contract Exhibit 3 - Ordinance F. ID 19-2684 Consider approval of the minutes of October 22, 2019. Attachments: Exhibit 1 - October 22, 2019 Minutes G. ID 19-2685 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 - Amendment No 4 (Redlined) Exhibit 3 - Ordinance (with exhibit, Amendment No. 4 to the JOA) Exhibit 4 - Presentation- TMPA JOA Amendment 4 CC 12NOV19 H. ID 19-2586 Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute an Interlocal Cooperation Agreement for conducting a traffic study to determine the impacts of a potential closure of a portion of Bell Avenue between the City of Denton and Texas Woman's University, regarding the City's request for reimbursement of a portion of the cost of performing the study that are specified in the Page 4 Printed on 11/18/2019 City Council Meeting Agenda November 12, 2019 agreement: authorizing the expenditure of funds thereof; and providing an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance with ILA I. ID 19-2735 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, approving an agreement between the City and the Electric Reliability Council of Texas, Inc., a Texas Non -Profit Corporation ("ERCOT") that allows the City to provide Black Start Services to ERCOT; authorizing the expenditure of funds and providing for the receipt of funds from ERCOT; providing an effective date Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance ERCOT Exhibit 3 - DME ERCOT BSS presentation 2. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 19-2176 Consider adoption of an ordinance of the City of Denton authorizing the execution of a contract of sale between the City of Denton, as buyer, and Pia Kornu, Kimbell Kornu, and Roger Kornu, as trustees for the Pia Kornu 2019 living trust, and Wen Tsei, individually, as sellers, for the purchase of a 71.34 acre tract of land, more or less, being situated in the M. Forrest Survey, abstract no. 0417, located in the City of Denton, Denton County, Texas, and on the south side of Mills Road, west of Trinity Road and north of East McKinney Street, for the purchase price of two million three hundred fifty-four thousand two hundred twenty dollars and no/00 ($2,354,220.00); authorizing the expenditure of funds therefor; providing for severability; and providing an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Site Map Exhibit 3 - Ordinance and Contract B. ID 19-2678 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute a contract with Archer Western Construction, LLC, for the construction of Lake Lewisville Water Treatment Plant (LLWTP) Phase II Improvements; providing for the expenditure of funds therefor; and providing an effective date (IFB 7138 - awarded to Archer Western Construction, LLC, in the not -to -exceed amount of $15,588,880). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - LLC Members Exhibit 3 - Ordinance and Contract Exhibit 4 - Presentation C. ID 19-2679 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 Links Construction, LLC, for the construction of a new Fire Station #8, located at 3131 Colorado Boulevard; providing for the expenditure of funds therefor; and providing an effective date (RFP Page 5 Printed on 11/18/2019 City Council Meeting Agenda November 12, 2019 7140 - awarded to Links Construction, LLC, in the not -to -exceed amount of $4,188,822.30). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Evaluation Exhibit 3 - LLC Members Exhibit 4 - Ordinance and Contract Exhibit 5 - Presentation D. ID 19-2515 Consider nominations/appointments to the City's Boards, Commissions, and Committees: Library Board and Zoning Board of Adjustment. Attachments: Exhibit 1 -Agenda Information Sheet 11-12-2019 Exhibit 2 - Nominations 11-12-2019 3. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. 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 8th day of November 2019 at CITY SECRETARY NOTE: THE CITY OF DENTON'S DESIGNATED PUBLIC MEETING FACILITIES ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE ACCOMODATION, SUCH AS 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 940-349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1 -800 -RELAY -TX SO THAT REASONABLE ACCOMMODATION CAN BE ARRANGED. Page 6 Printed on 11/18/2019 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 19-1721, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the subsidy and resource allocation study for the Parks and Recreation Department (PARD). City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton -- City Hall 11'1%1-0200�215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: Sara Hensley, Assistant City Manager DATE: November 12, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the subsidy and resource allocation study for the Parks and Recreation Department (PARD). BACKGROUND The purpose of this work session is to give a brief presentation to City Council providing information regarding the subsidy and resource allocation study for the Parks and Recreation Department (PARD). The General Fund subsidy to the Recreation Fund has seen a steady increase over the last few years. With the increases, it prompted staff to take a proactive approach in reviewing the current cost of services and allocation of dollars to programs. In May 2019, staff contracted with GreenPlay to complete a detailed subsidy and resource allocation study. GreenPlay held workshops in June with PARD staff to educate them on the Pyramid Methodology and guide them through sorting programs into Categories of Service based on this methodology. Staff worked through defining direct and indirect costs and placing Categories of Service on the tiers of the pyramid. Throughout the process, staff gathered and analyzed financial data on 233 programs across 16 business units. After analyzing data, staff was able to determine the current subsidy and resource allocation for each program. All programs have a place on the pyramid and each tier on the pyramid has a goal for subsidy and resource allocation. When comparing current subsidy and resource allocation with the target, staff was able to immediately identify programs which require fee, policy, or programmatic adjustments to reach recovery goals. Establishing a subsidy and resource allocation model will outline the approach and application of fees and charges for PARD programs based on the level of community and individual benefit provided by the programs. Some changes can be easily implemented while others may be more challenging for staff, leadership, customers, user groups and/or the community to accept. On October 7, 2019, PARD presented the subsidy and resource allocation study to the Parks, Recreation and Beautification Board. The Parks, Recreation and Beautification Board approved the subsidy and resource allocation study (6-0) vote. OPTIONS Recommend approval of the subsidy and resource allocation pyramid or recommend with edits. RECOMMENDATION Staff recommends approval. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On October 7, 2019, the Parks, Recreation and Beautification Board approved the subsidy and resource allocation study (6-0) vote. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Presentation Exhibit 3 Proposed Pyramid Exhibit 4 Program Back Up Respectfully submitted: Gary Packan Director, Parks and Recreation Prepared by: (Eddie) Ferdinand Valdez Management Analyst, Parks and Recreation UNITE.GROW Denton Parrs and I e Parks & Recreation SUBSIDY AND RESOURCE ALLOCATION STUDY NOVEMBER 12, 2019 11/12/2019 Exhibit 2 PURPOSE OF THE STUDY To develop a cost recovery model and policy serving as the framework for future planning, budgeting, pricing and resource allocation; ✓ To educate and orient staff about the cost recovery philosophy; ✓To provide a foundation for decision making that is fair and equitable to the tax paying community and individual users of programs and services; To provide an efficient and effective business tool. ID 19-1721 IM �11� I RA to Direct Specific program expenses Supplies Contract staff PARD Staff Cost Recover 11/12/2019 I�0rM■r� Indirect Shared program expenses Vehicle Maint Materials Mgmt Technology Revenue 40 1D 19-1721 Dept Overhead Shared across department Insurance Marketing Fuel Charges Total Cost of Expenses Expense 6REEIVPLAYLC The tamf+ag1e rifeAuks, Rawaa+rua f 14+Ior Individual Beneti! Considerable Individual Benefit The Pyramid Methodology A Individual/Community Benefit ° (Balanced Beneficiaries) Considerable Community f Benefit Ie Mostly Community Benefit AM ja " 2007, 2008, 2009, 2013 GreenPEay, LLC RESOURCE ALLOCATION LIFE CYCLE Staff training • Implement tools Identified categories of • Modification of service and costs programs Sorted categories onto • Assurance of Pyramid Model appropriate categories Compiled and analyzed • Movement of modified financial data for each categories to more program appropriate tiers Measured current cost of • Reassignment of costs service and subsidy levels • Recalculation of cost Reviewed outliers recovery 11/12/2019 1D 19-1721 • Performance measures • Continue to identify cost savings • Engagement strategies • Participant evaluations • Stakeholder focus groups • Surveys Evaluate existing fees Softwa re improvements New funding ideas • Improve capital and maintenance plans • Review policies and agreements SUBSIDY AND RESOURCE ALLOCATION PYRAMID Tier 5 —Subsidy Level - 0% Private/Semi-Private Lessons (0%6 Vending/Concessions/Resale (44%) Memorial/Dedication Program (0%6 Ball Field Rentals (68%) Park Pavilion Rentals (unknown) Facili-V Oen-als & RirhdaV °aries (0%) Driving Range Bucke- Sales Water ParkAdmrssions (0%) Specialized Classes/OvernrghtTrips (6%) Tier 4 —Subsidy Level —0-30% Special Event Brokerage Servrces (31%6 Field/Facility Utilization Agreements (96%) Leagues (60%) Tournament & Athletic Events -in-house (49%) General Classes (16%) Mouth Specialty Camp Programs (27%) r M Mostly Individual Benefit Considerable Individual Benefit Balanced Communit Individual Benefit Tier 3 —Subsidy Level — 30-60% AfterSchool and Out of School Time (33%) Teen Council (B1%) Senior5ocial Activities (57%) Monitored Park &Facility Use-drop-rn,gym member (51%) Senior Day Trips (59%) Considerable Community Benefit Tier 2 —Subsidy Level — 60-90% Co-Sponsorshrp for Communrty5pecial Events (95%) Community Recreation Events (92%) Not -for -Profit Collaborative Services (96%) Adapted Recreation (96%) Tier 1—Subsidy Level— 90-100% Maintenance Non-ParkFacrlrtres & Cemeteries (98%) Mostly Community Benefit Park/Facilrty/Trail Use -non-monitored (99%) SupportServices (100%) Public Outreach and Planning (1D0%) U roan Forestry (1D0%) TIER 2 POTENTIAL ADJUSTMENTS CONSIDERABLE COMMUNITY BENEFIT PROGRAM CURRENT SUBSIDY ADJUST SUBSIDY % % FEES Community Events (Parade, 90-100% 90% < Egg Hunt, Jubilee) Adapted Rec 94% 90% < X Dance Collaborative 96% 90% < Services ELIMINATE OUTSOURCE/ POLICY INCREASE PRIVATIZE ADJUST PROMOTION X F� TIER 3 POTENTIAL ADJUSTMENTS BALANCED BENEFIT inelelvm Rec Pass Activities Full Day Preschool Senior Social Activities Teen Council CURRENT SUBSIDY mm 61% 87% 81% SUBSIDY 30-60% 30-60% 30-60% 30-60% ADJUST FEES X X X ELIMINATE OUTSOURCE/ PRIVATIZE X POLICY ADJUST X INCREASE PROMOTION X TIER 4 POTENTIAL ADJUSTMENTS CONSIDERALBE INDIVIDUAL BENEFIT PROGRAM CURRENT SUBSIDY ADJUST ELIMINATE OUTSOURCE/ POLICY SUBSIDY /o /o FEES PRIVATIZE ADJUST Sports Association 96% 0-30% X X Facility Use Kayaking 64% 0-30% X Youth Softball 80% 0-30% X Farm to Table 25% 0-30% X X Camp INCREASE PROMOTION TIERS POTENTIAL ADJUSTMENTS MOSTLY INDIVIDUAL PROGRAM Athletic Field Rentals Aquatics Admissions Driving Range Expanded Hours Aquatics Rentals Facility Rentals (ALH, Civic Center, North Lakes) WWP Concessions WWP Gift Shop 11/12/2019 CURRENT SUBSIDY SUBSIDY % % 68% 0% ADJUST ELIMINATE OUTSOURCE/ POLICY FEES PRIVATIZE ADJUST X X INCREASE PROMOTION X 0% 0% X 0% 0% X 0-6% 0% X 25-49% 0% X X 49% 0% X X X 48% 0% X X TIMELINE Recently: ✓ October T 2019, Parks, Recreation & Beautification Board recommended approval (6-0) Seeking City Council's feedback and direction on PARD's Subsidy and resources allocation and targets Near Future: S Finalize Cost Recovery Report ➢ Adopt Cost Recovery Policy Next 3-6 Months (In preparation for FY2020-2021 budget): Identify and implement opportunities for fiscal adjustments such as fee changes, program elimination or outsource, policy adoption and/or expense reduction Continue to analyze programs and implement fiscal adjustments based on methodology and Cost Recovery targets ➢ Refine methodology and analysis based on lessons learned ID 19-1721 Questions WiA Comments dREENPLAYLLC The Leading Edge In Parks, Recreation And Open Space Consulting UNITE, GROW, Q 11L.tio Denton Parks and Rec Considerable Community Benefit Mostly Community Benefit 1 Tier 2 — Subsidy Level — 60-90% Co -Sponsorship for Community Special Events (95%) Community Recreation Events (92%) Not -for -Profit Collaborative Services (96%) Adapted Recreation (96%) Tier 1— Subsidy Level — 90-100% Maintenance Non -Park Facilities & Cemeteries (98%) Park/Facility/Trail Use -non-monitored (99%) Support Services (100%) Public Outreach and Planning (100%) Urban Forestry (100%) Exhibit 3 UNITEAROW, Tier 5 — Subsidy Level - 0% Private/Semi-Private Lessons (0%) ■ ` Vending /Concessions/Resale (44%) Memorial/Dedication Program (8%) Ball Field Rentals (68%) Mostly Denton Parks and Rec Park Pavilion Rentals (unknown) Facility Rentals & Birthday Parties (0%) Individual Denton Parks &Recreation Driving Range Bucket Sales (0%) Benefit Water Park Admissions (0%) Pyramid Model — CONSENSUS DRAFT Specialized Classes/Overnight Trips (6%) Resource Allocation Study — Considerable Updated November 1, 2019 Individual Benefit Tier 4 — Subsidy Level — 0-30% Special Event Brokerage Services (31%) 14 o Tier 3 —Subsidy Level — 30-60/ Field/Facility Utilization Agreements (96%) After School and Out of School Time (33%) Leagues (60%) Teen Council (81%) Tournament & Athletic Events -in-house (48%) Senior Social Activities (87%) General Classes (16%) Monitored Park &Facility Use -drop-in, gym member (51%) Youth Specialty Camp Programs (27%) Balanced Community/ Senior Day Trips (59%) /? Individual Benefit Considerable Community Benefit Mostly Community Benefit 1 Tier 2 — Subsidy Level — 60-90% Co -Sponsorship for Community Special Events (95%) Community Recreation Events (92%) Not -for -Profit Collaborative Services (96%) Adapted Recreation (96%) Tier 1— Subsidy Level — 90-100% Maintenance Non -Park Facilities & Cemeteries (98%) Park/Facility/Trail Use -non-monitored (99%) Support Services (100%) Public Outreach and Planning (100%) Urban Forestry (100%) Tier 1 Programs Maintenance/Services for Non -Park Facilities 98% 90-100% Cemeteries & Non -Park Facilities Maintenance 98% 90-100% Urban Forestr 100% 90-100% Master Plan and tree services 100% 90-100% Park/Facility/Trail Use (non -monitored 99% 90-100% Park & Trail Maintenance 99% 90-100% Public Outreach and Plad=l 100% 90-100% Public Outreach (Marketing) 100% 90-100% Support Se 100% 90-100% Support Services from Admin and LS 100% 90-100% *current subsidy based on Fiscal Year 2017-18, includes direct, indirect and overhead expenses All Tier 1 programs are currently within the subsidy goal range. Tier 2 Programs Category.. Adapted Recreation 96% 60-90% Adapted Archery (Denia) 53% 60-90% Adapted Day Hike (Denia) 77% 60-90% Adapted Kayaking (Denia) 67% 60-90% Adapted Rec Activities (North Lakes) 98% 60-90% Adapted Rec Dances (North Lakes) 94% 60-90% Community Recreation Events 92% 60-90% Black History Month Celebration (MLK) 100% 60-90% Carreer and College Fair (MLK) 100% 60-90% Easter Eggstravaganza (Events) 95% 60-90% Halloween Carnival (MLK) 100% 60-90% Halloween Harvest (Denia) 87% 60-90% Halloween Haunted House (MLK) 87% 60-90% July 4th Jubilee (Events) 91% 60-90% Library Days at MLK 100% 60-90% MLK Jr Day Celebration 100% 60-90% Movies in the Park (Events) 91% 60-90% Open House (Senior Center) 100% 60-90% Senior Health Fair (Senior Center) 70% 60-90% Veterans Day & Appreciation Wall (Senior Center) 100% 60-90% Yankee Doodle Parade (MLK) 100% 60-90% Co-spfnr cmnri-i c—ents 95% Arts & Jazz Craft Festival (Senior Center) 100% 60-90% Co -Sponsored Events (Park Maintenance) 100% 60-90% Story Telling (Senior Center) 0% 60-90% IUnt-fnr-Drnfit r niinhnr=ti"c Ccr"ires 96% 60-90% Benefits Counseling (Senior Center) 100% 60-90% Blood Pressue & Blood Sugar Checks (Senior Center) 100% 60-90% Financial Wellness (MLK) 100% 60-90% Free Nutrition Education (North Lakes) 100% 60-90% Free Tutoring (MLK) 100% 60-90% Grandfriends (Senior Center) 100% 60-90% Healthy Snacks (Senior Center) 76% 60-90% Seminars (Senior Center) 100% 60-90% Support Groups (Senior Center) 100% 60-90% *current subsidy based on Fiscal Year 2017-18, includes direct, indirect and overhead expenses Tier 3 Programs After School and Out of School Time _Ak _jIML_ 30-60% Afterschool Childcare (Rec Care) 0% 30-60% All -Day Preschool (Denia) 57% 30-60% All -Day Preschool (MLK) 64% 30-60% All -Day Preschool Camp (Denia) 59% 30-60% All -Day Preschool Camp (MLK) 86% 30-60% All -Day Spring Break Camp (Denia) 41% 30-60% All -Day Spring Break Camp (MLK) 52% 30-60% All -Day Spring Break Camp (North Lakes) 73% 30-60% All -Day Spring Break Camp (Rec Care) 45% 30-60% All -Day Summer Camp (Denia) 40% 30-60% All -Day Summer Camp (MLK) 65% 30-60% All -Day Summer Camp Exploration (Rec Care) 31% 30-60% All -Day Summer Camp Quest (North Lakes) 0% 30-60% All -Day Summer Camp Super Kids (Rec Care) 34% 30-60% All -Day Summer Camp Teen (Rec Care) 36% 30-60% All -Day Teen Holiday Camp (Rec Care) 31% 30-60% Half -Day Preschool (North Lakes) 44% 30-60% Kids' Day Off (Rec Care) 0% 30-60% King's Tot Drop (MLK) 85% 30-60% Teen Day Off (Rec Care) 31% 30-60% Park and Facility Use (monitored) 51% 30-60% Court Rentals (Tennis) 73% 30-60% DISD After Hours Usage (Natatorium) 100% 30-60% Domino Tournaments (ALH) 95% 30-60% Drop In Activities (ALH) 100% 30-60% Gym Membership (Denia, MLK, NL, Senior Ctr) 17% 30-60% Public Swim (Civic Center Pool) 40% 30-60% Public Swim (Natatorium) 43% 30-60% Rec Pass Activities (Civic Center, Denia, MLK, NL, Senior 84% 30-60% Senior Social Activities 87% �/ Community Dances (Senior Center) 67% 30-60% Senior Center Special Events 86% 30-60% Thanksgiving Luncheon (MILK) 100% 30-60% Valentines Dinner (MLK) 96% 30-60% Teen Council 81% 30-60%� Teen Council 81% 30-60% Senior Day Trips 59% Senior Trips (ALH) 86% 30-60% Senior Trips (Senior Center) 58% 30-60% *current subsidy based on Fiscal Year 2017-18, includes direct, indirect and overhead expenses Tier 4 Programs Field/Facility Utilizatinn�ments 96% 0-30% DBBI and DSA dues (Athletics) 96% 0-30% General Clas S- 16% 0-30% A+ Dog Obedience (North Lakes) 0% 0-30% Adult Basketball (Athletics) 70% 0-30% Adult Flag Football (Athletics) 80% 0-30% Adult Kickball (Athletics) 91% 0-30% Adult Softball (Athletics) 63% 0-30% Adult Tennis Lessons 36% 0-30% Adult Volleyball (Athletics) 66% 0-30% Aqua Zumba (Senior Center) 64% 0-30% Beginning Archery (Denia) 0% 0-30% Beginning Ballet (Denia) 7% 0-30% Black Mustang Ranch Horseback Riding (Denia) 39% 0-30% BlastBall (Athletics) 77% 0-30% BollyX (MLK) 0% 0-30% Braiding (Senior Center) 56% 0-30% Breakfast with the Easter Bunny (MLK) 91% 0-30% Buddy & Me Ceramics (MLK) 86% 0-30% Ceramics (Senior Center) 51% 0-30% Chair Volleyball League & Free Play (Senior Center) 79% 0-30% Dance with me! (Denia) 55% 0-30% Denton Dolphins (Natatorium) 0% 0-30% Denton Dolphins (Civic Center Pool) 41% 0-30% Fly Fishing Clinic (Denia) 0% 0-30% Fly Tying Workshop (Denia) 0% 0-30% G.S. Grand Prix Climbing Wall (Denia) 0% 0-30% Geneology (Senior Center) 52% 0-30% Ginnings Swim for Success (Natatorium) 0% 0-30% Group Exercise Membership (Senior Center) 54% 0-30% Hand to Heart CPR (MILK) 43% 0-30% Home School (Driving Range) 66% 0-30% Homeschool PE (Athletics) 0% 0-30% Intro to Archery (Denia) 74% 0-30% Jams & Jellies (Denia) 0% 0-30% Jr. LG Training (Civic Center Pool) 28% 0-30% Junior Golf Academy (Driving Range) 28% 0-30% Kayaking (Denia) 64% 0-30% Kid's Fishing Tournament (Denia) 71% 0-30% Kids Rock (Rec Care) 20% 0-30% Ladies Golf (Driving Range) 79% 0-30% Latin Dance with Jo (MLK) 0% 0-30% Leagues 60% 0-30% Learn to Swim (Civic Center Pool) 30% 0-30% Learn to Swim Group Lessons (Natatorium) 0% 0-30% Letters From Santa (Denia) 59% 0-30% Lifeguard Training (Natatorium) 0% 0-30% Line Dance Lessons (Senior Center) 43% 0-30% Little Rookies (Driving Range) 73% 0-30% Mad Science for Preschoolers (North Lakes) 94% 0-30% Middle Eastern Dance Lessons (Senior Center) 61% 0-30% My Little Valentine Dance (Events) 62% 0-30% North Lakes Group Exercise Membership (NL Child Watc 45% 0-30% Painting Monthly Workshop (Senior Center) 62% 0-30% Pickling (Denia) 0% 0-30% Preschool Master Naturalists (Denia) 41% 0-30% Red Tiger Karate (MLK) 22% 0-30% Red Tiger Karate (North Lakes) 0% 0-30% River Robics (Water Park) 0% 0-30% Rock the Wall (Denia) 53% 0-30% Santa's Snapshots (MLK) 96% 0-30% Seniorcize (Senior Center) 85% 0-30% Silver Sneakers (Denia) 18% 0-30% Skyhawks Basketball Clinics (Athletics) 0% 0-30% Small Group Guitar Lessons (Senior Center) 65% 0-30% Small Group Ukulele Lessons (Senior Center) 24% 0-30% Soccer Sparks Soccer Classes (Athletics) 50% 0-30% Social Dance Lessons (Senior Center) 41% 0-30% Tai Chi (Senior Center) 22% 0-30% Tap Dance Lessons (Senior Center) 45% 0-30% Texas Isshinryu Karate (Denia) 20% 0-30% Tiny Tykes Soccer (MLK) 22% 0-30% Tiny's Tutus Ballet (Denia) 22% 0-30% Tippitoes (MLK) 0% 0-30% Water Aerobics (Natatorium) 100% 0-30% Women's Self Defense/ RAD (North Lakes) 29% 0-30% Youth Basketball (Athletics) 60% 0-30% Youth Flag Football (Athletics) 67% 0-30% Youth Futsal-Indoor Soccer (Athletics) 43% 0-30% Youth Outdoor Soccer (Athletics) 79% 0-30% Youth Softball (Athletics) 80% 0-30% Youth Tennis Lessons 17% 0-30% Youth Track & Field (Athletics) 57% 0-30% Youth Volleyball (Athletics) 57% 0-30% Zumba (MLK) 34% 0-30% Special Event Brokerage Services 31% 0-30% Special Event App Fee + Vendor Permits (Events) 31% 0-30% Tournaments and Athletic Events (in-house) 48% 0-30% Liberty Run (Events) 24% 0-30% Reindeer Romp (Events) 32% 0-30% In-house run tournaments (Athletics) 46% 0-30% Juneteenth Softball Tournament (MLK) 85% 0-30% Water Works Tri/Splash & Dash (Water Park) 66% 0-30% Youth Specialty Camp Programs 27% 0-30% Golf Camps (Driving Range) 41% 0-30% Fashionista Camp (Denia) 34% 0-30% Junior Master Gardener Camp (Denia) 26% 0-30% Camp Invention (Denia) 25% 0-30% Teen Outdoor Adventure Camps (Denia) 74% 0-30% Farm to Table (Denia) 25% 0-30% Junior Master Naturalist Camp (Denia) 24% 0-30% Skateboard Camps (Athletics) 0% 0-30% Skyhawks Basketball Camp (Athletics) 0% 0-30% Skyhawks Volleyball Camp (Athletics) 0% 0-30% Skyhawks Football Camp (Athletics) 0% 0-30% Skyhawks Multi -Sport Camp (Athletics) 0% 0-30% Engineering for Kids Camp (MLK) 25% 0-30% Youth Tech Inc. Camp (MLK) 25% 0-30% Engineering/STEM Camps (North Lakes) 0% 0-30% Aquatic Explorer Camp (Natatorium) 30% 0-30% Kayaking (Water Park) 84% 0-30% *current subsidy based on Fiscal Year 2017-18, includes direct, indirect and overhead expenses Tier 5 Programs 'Eategory of Service M111111 Current Subsidy* Subsidy Ball Field Rentals 68% 0% Athletic Field Rentals/Rental Tournaments 68% 0% Driving Range Bucket Sales 0% 0% Bucket Sales (Driving Range) 0% 0% Facility Rentals 0% 0% Birthday Parties (Civic Center Pool) 0% 0% Birthday Parties (Denia) 0% 0% Birthday Parties (MILK) 70% 0% Birthday Parties (Natatorium) 0% 0% Birthday Parties (North Lakes) 45% 0% Birthday Parties (Water Park) 5% 0% Facility Rentals (ALH) 36% 0% Facility Rentals (Civic Center Pool) 6% 0% Facility Rentals (Civic Center) 25% 0% Facility Rentals (Denia) 0% 0% Facility Rentals (MILK) 0% 0% Facility Rentals (Natatorium) 0% 0% Facility Rentals (North Lakes) 49% 0% Facility Rentals (Senior Center) 0% 0% Facility Rentals/Cabanas/Loungers (Water Park) 0% 0% Park Contractor Revenue (North Lakes) 0% 0% Tennis Tournaments 24% 0% Memorial/Dedication Program 8% 0% Memorials (Park Maintenance) 8% 0% Private/Semi-Private Lessons 0% 0% Personal Training (North Lakes) 80% 0% Personal Training (Senior Center) 41% 0% Private Lessons (Driving Range) 21% 0% Private Lessons (Tennis) 28% 0% Private/Semi Private Swim Lessons (Natatorium) 0% 0% Vending/Concessions/Merchandise for Resale 44% 0% Arts & Jazz Craft Booths (Senior Center) 83% 0% Concessions (Civic Center Pool) 8% 0% Concessions (Natatorium) 26% 0% Concessions (Water Park) 49% 0% Contracted Concessions (Athletics) 8% 0% Gift Shop (Water Park) 48% 0% Merchandise (Natatorium) 37% 0% NL Pro Shop (North Lakes) 67% 0% Pro Shop/Concession Sales (Driving Range) 0% 0% Pro Shop/Concession Sales (Tennis) 0% 0% Water Park Admissions 0% 0% Public Swim (Water Park) 0% 0% Specialized Classes/Overnight Trips 6% 0% Les Mills GRIT (North Lakes) 0% 0% Mineral Wells Climbing Trip (Denia) 13% 0% Possum Kingdom Camping Trip (Denia) 58% 0% Robber's Cave (Denia) 50% 0% *current subsidy based on Fiscal Year 2017-18, includes direct, indirect and overhead expenses City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2730, Version: 1 AGENDA CAPTION Receive a report, hold a discussion and give staff direction regarding the implementation of an exclusive pedestrian phase in the traffic signal operations of the downtown intersections at Oak and Elm, Oak and Locust, Hickory and Elm, and Hickory and Locust as a pilot program for evaluation as a safety improvement for all modes of transportation in the downtown area. City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM CITY of DENTON City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects CM/ DCM/ ACM: Mario Canizares DATE: November 12, 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 implementation of an exclusive pedestrian phase in the traffic signal operations of the downtown intersections at Oak and Elm, Oak and Locust, Hickory and Elm, and Hickory and Locust as a pilot program for evaluation as a safety improvement for all modes of transportation in the downtown area. BACKGROUND In an effort to improve the pedestrian safety in downtown, staff is proposing to implement an exclusive pedestrian phase at the four traffic signals around the square. An exclusive pedestrian phase is a type of traffic signal movement that temporarily stops all vehicular traffic, thereby allowing pedestrians to cross an intersection in every direction safely at the same time. This type of traffic control provides a clear priority for pedestrians over vehicles at intersections and reduces confusion for both drivers wishing to make right or left turns and pedestrians crossing the intersection. This type of intersection control significantly increases pedestrian safety while at the same time can provide more effective movement of vehicles through the intersection as the pedestrians are not allowed to cross during the vehicular phase of the signal. Staff presented this proposal to the Main Street Association on October 21St, the Traffic Safety Commission on November 4th and to the DEDC on November 7th. All support the implementation of a pilot program lasting through the end of 2019. After that time, the effectiveness of the exclusive pedestrian phase will be evaluated and staff will bring a recommendation to City Council for consideration to either eliminate the pedestrian phase or make it a permanent operational change. OPTIONS Staff has identified two options: 1. Implement the pedestrian -only phase as proposed, 2. Keep the current signal operations in place. RECOMMENDATION Staff recommends Option 1 because it provides the safest assignment of right-of-way to pedestrians and motorists. ESTIMATED SCHEDULE OF PROJECT Project implementation estimated to be on or before November 15, 2019. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Staff has presented this information to the Main Street Association, the DEDC and the Traffic Safety Commission. Support/concurrence was received from each of these groups. FISCAL INFORMATION Fiscal impacts for this change are negligible and are within the existing traffic operations budget. BID INFORMATION N/A EXHIBITS 1. Agenda Information Sheet 2. Presentation Respectfully submitted: Brian D. Jahn, PE City Traffic Engineer Pedestrian Safety in Downtown Denton W " - .,W - ice• 7 _. _ .. � 1 � _ +.�" � f� --� rr ..•�+� - .`! .-moi .4 all Nk - `Empif�, {'. • + S ;.iy � _ Yui ti-' { IV 4h oil October 21, 2019 Under normal operations, the green light for the vehicles and the WALK indication for the pedestrians come on at the same time. This can lead to conflicts between vehicles leaving the STOP bar and pedestrians stepping off of the curb at the same time. 2/14 ID 19-2730 Signal In an effort to improve pedestrian safety at signals, Denton has begun to employ a `leading pedestrian interval' that gives pedestrians a 6 second head start before the vehicular green indication is activated. This allows the pedestrians to occupy the crosswalk and be more visible to motorists making a right or left turn. 3/14 ID 19-2730 Phase 1: Pedestrians only Phase 2. Pedestrians and vehicles,.- In an effort to improve pedestrian safety at signals, Denton has begun to employ a `leading pedestrian interval' that gives pedestrians a 6 second head start before the vehicular green indication is activated. This allows the pedestrians to occupy the crosswalk and be more visible to motorists making a right or left turn. 3/14 ID 19-2730 Phase 1: Pedestrians only Phase 2. Pedestrians and vehicles,.- As both vehicular and pedestrian traffic increase, additional measures may be desired to offer improved safety. We propose to implement a pilot program to add an exclusive pedestrian crossing phase in between traffic signals at all four intersections in the downtown square. 4/14 ID 19-2730 An exclusive pedestrian phase is a type of traffic signal movement that temporarily stops all vehicular traffic, thereby allowing pedestrians to cross an intersection in every direction safely at the same time. 5/14 ID 19-2730 'Ingide Wrkingq OIiDnal • First used in the U.S. in the late 1940's 1940's • Fell out of favor due to emphasis on vehicular traffic • Recent trend in `complete' streets, led to a revival in this method worldwide 6/14 ID 19-2730 1950's An Exclusive Pedestrian Phase: Increases pedestrian convenience at intersections Promotes pedestrian safety • Promotes walking around downtown 7/14 ID 19-2730 Exclusive pedestrian timing: Increases pedestrian visibility • Eliminates conflicts between vehicles and pedestrians Reduces overall pedestrian crossing time and exposure • Reduces the buffer zone between vehicles and pedestrians • Allows shorter vehicular phases (cars don't have to wait for pedestrians) 8/14 ID 19-2730 Exclusive pedestrian timing: Can increase vehicular delay • Eliminates right -turns -on -red May frustrate some drivers 9/14 ID 19-2730 Victoria's first ever pedestrian scramble crosswalk is now active downtown By Adam Chan - Augst 2,2019 f Fa book W T.Itt, •, Reddlt �7 Email oeI c ogle rraa>> 10/14 ID 19-2730 This pizzeria has buy -one -get -ane BC SPCA is offering 50% off all pet PIS t tA adoptions next weekend old arrested for pu nctu ing pu nduri ng a ma n's In ng with a screwdriver in Saanich This pizzeria has buy -one -get -ane Intersections of: Oak/Locust Oak/Elm Hickory/Locust Hickory/Elm 11 / 14 ID 19-2730 too to PL a�. air Juw IT CM r Sj1 Presentations to Mainstreet Association — October 21st Presentation to Traffic Safety Commission —November 41h • Presentation to DEDC — November 7th Presentation to Mobility Committee — November 121h • Presentation to City Council — November 12th Field implementation — November 21St 12/14 ID 19-2730 �Pronosecd I m nlementatid • The proposed pilot program will begin the week of November 21 and remain in operation for the next 5-6 months • During this time period, staff will be observing and collecting field data as well as receiving feedback from stakeholders & public • Staff will then assess the data and feedback collected and prepare a report for presentation to the stakeholders in Spring of 2020 to receive their input regarding the success of the program • City Council will then decide, based on this assessment and feedback, if the pilot should continue as a permanent condition 13/14 ID 19-2730 14/14 ID 19-2730 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2760, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the imminent cessation of water services from the water provider that serves the Green Tree Estates Subdivision and discuss options with City Council to provide immediate and long term infrastructure services to the residents located within this subdivision. City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM/ DCM/ ACM: Mario Canizares, Deputy City Manager DATE: Nov. 12, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the imminent cessation of water services from a water well provider that serves the Green Tree Estates Subdivision and discuss options with City Council to provide immediate and long-term infrastructure services to the residents located within this subdivision. BACKGROUND The owner and operator of a water well at Green Tree Estates currently provides water to Green Tree Estates residents. On or about the middle of October, the Owner informed the City and water customers that he will stop operating the well Nov. 15, 2019 — eliminating the only source of water for these customers. The City has held numerous discussions with the property owner, the Texas Commission on Environmental Quality, and the Public Utility Commission (PUC) of Texas in an effort to provide sufficient notification regarding the cessation of water services for the water system customers. Both state agencies have maintained they do not consider the water system to be a public system under the law due to the number of residents supplied by the system being below 25 persons. The City has argued that, due to population estimates reported by residents and reports that water was payments were made to the system Owner, there is a high likelihood that the system would qualify as a public system. In the event the system would qualify as a public system, the Owner would be required to follow a procedure the cessation of services that includes an extended notification period (no less than 120 days). Staff has previously issued a fact sheet that provides a thorough background with frequently asked questions. The fact sheet is attached to this agenda item. Staff also held a public meeting with residents on Oct. 29, 2019 to hear concerns regarding their water service. Approximately 25-30 people were in attendance including the Owner and a representative of the PUC. During that discussion, many residents stated their intention to remain in their residences regardless of any potential cessation of water from the Owner. Residents were also presented cost projections of approximately $525,000 for a low capacity, water -only temporary pressurized water solution. This solution did not include engineering and real estate costs. The solution presented would have required variances from state regulatory agencies and would not have been up to city standards. Current Status: In light of the state agencies inaction on this issue, Staff has been evaluating alternatives and plans for temporary and permanent provision of potable water service to Green Tree Estates. The existing well providing water is privately owned and the pipes and connection points are of unknown condition; therefore, City staff does not recommend connecting to this system. As a result, staff is currently evaluating the following immediate responses to the expected water service cessation: • temporary water provision options including water for consumption (drinking and cooking); • water for non -consumable purposes; and • portable restroom and shower facilities. These facilities would be made available by November 15. Additionally, Staff is also evaluating components and costs for the permanent water, wastewater, drainage, and street infrastructure to Green Tree Estates. The temporary/immediate and permanent options along with their costs, schedules, and potential funding sources are outlined in the attached presentation and will be discussed during the Work Session. The significant legal obstacles and policy implications associated with the provision of permanent services will be provided to the Council during the work session discussion and in a separate communication from the City Attorney's office. Staff scheduled a public meeting, with a Spanish speaking interpreter, for the residents on Monday, Nov. 11, 2019. Feedback from this meeting will be provided during the Work Session discussion. LULAC representatives and staff have been in communication and LULAC has provided assistance with resident communication and resident counts. FISCAL INFORMATION Staff estimates the provision of temporary potable water, non -consumptive water, and shower/restroom facilities to cost the City $25,000 per month. This includes the shower/restroom facilities themselves, pre-packaged water (1 gallon per day per person), treated water from the Denton system to be used for showers and non -consumption purposes, and miscellaneous costs including generator power and staff time. Estimates for the permanent solution are outlined in the table below. Water $1,156,244 1. Private Funding, or Wastewater $1,002,801 2. Public Funding by Council Direction Streets $2,865,103 a. General Funds b. PID/MUD Drainage $694,000 C. CDBG/Grants TOTAL $5,718,148 RECOMMENDATION Staff requests council feedback and direction on the temporary and permanent provision of water, or any other related actions, regarding Green Tree Estates. PRIOR ACTION n/a EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Presentation Exhibit 3 — Green Tree Estates Fact Sheet (updated: Nov. 1, 2019) Exhibit 4 — DH -9 Annexation Ordinance (including Service Plan) Exhibit 5 — Presentation - Spanish Respectfully submitted: Ryan Adams Deputy Director of Public Affairs/IGR ■ I a [I - I s M:q f'1 r E Ego Aw TAN74 OR MW " +�:✓ :" - � __ - .lam � x ';« y✓ W q�pp��yy���� Gil A - rRrr IM x,. 4' f I t 'F History • Green Tree Estates is in an Annexation area referred to as "DH -9" • Annexation Service Plan: • Negotiated and approved by Denton County appointed DH -9 Annexation Committee which represented the DH -9 landowners; • Adopted in 2011 via Ordinance 2011-136; and • Contained specific process for extending water service to Green Tree Estates, which conforms with Denton's service requirements • DH -9 annexed into City Limits in 2013 via Ordinance 2013-096 --6w7L -� DENTON Service Plan Agreement • Specified a process for connection, but did not obligate Owner to connect to City. • If process was followed: • City would provide water to existing tank (air gap connection) • One customer: the Owner • Owner would provide water to residents using his existing system --6w7L -� DENTON 111111111116 Service Plan Agreement Connection Processes Process in order to Connect to City System ;--' 4 Performe�-, Obtain active public water supply designation from TCEQ X Comply with TCEQ regulations for public water system X Owner Pay all tap, meter set, and impact fees X Pay to extend private service line to meter X Pay cost to extend distribution line to property X City Set meter and provide water once Owner obligations fulfilled Waiting - �' 7% - DE Current Conditions • Approximately 52 lots, 49 residents: • 27 of 52 owned by D. Roddy (25 are separately owned) • 17 of 52 lots appear to be occupied (renters, owner -occupied) • Of the 17, seven (7) lots are estimated to be owner -occupied • Site conditions: • Dirt roads, poor drainage • Substandard structures, property maintenance concerns • Illegal dumping, junked vehicles and tires • Roads under private ownership — specific ownership undetermined 407L. L. M DENTON I- r - 1'. V f3 . - u S J y`ycrLa �. -- x ti *; o EgiNAFiD Rb L 01 i LU i -- 3:1 3: F i Z h1G RE EN Rid z UJ NDs Pre-surned to be Occupied 55y I + 4' � Owned by Roddy Family I ` t tij � i i �I � t �I� 5 ti Owned by Others L-1 1 J DENTON Current Conditions • Owner did not connect to City water or sewer per Service Plan • Private water system conditions: • Age, quality, and structural integrity are significant concerns • Water is discolored and residents report that it is not drinkable • No wastewater system —only septic tanks • None of the infrastructure meets City code 407".. DENTON Cessation of Services • Owner notified residents of Nov. 15 cutoff on or about mid-October • In late July, Owner initially indicated intent to cease water service City sent Owner letter dated Aug. 9 • City stated position that discontinuation of services is governed by state law • City asked Owner to file a petition with PUC for discontinuation • City asked Owner to notify customers, in writing, of his intent. City Actions: TCEQ • At staff request, TCEQ performed site visit on Aug. 6 • Documented 26 water customers, 11 connections • Met threshold to qualify as public water supply • TCEQ advised Owner that illegal connections could be separated • TCEQ subsequently made a second site visit and revised the estimate to 9 connections and 22 people • Revision due to Owner disconnecting purported illegal connections • City not informed of second site visit 470" & N N DENTON City Actions: PUC • The City of Denton contacted the Public Utility Commission to make them aware of the situation. • The City had several conversations with the Commission since initial contact. • The Commission discussed a longer notice with the Owner - Owner declined to do so. • To date, the PUC has communicated they can not require compliance with State rules regarding ceasing water service operations. _P".. DENTON Current Condition • Private, Civil Matter • City does not regulate non -City water systems • City cannot require Owner to continue operation of non -City system • City cannot require Owner to connect to City water system • City Staff Actions • Advocating on behalf of residents to State agencies and legislative delegation • Directing residents to housing and legal resources • Working with community volunteers • Planning emergency provision of water 4 071.. � & DENTON Community Meetings • Held on Oct. 29 and Nov. 11 is Feedback: • Concerns over quality of water in the private system • Desire for long-term solutions that enable them to remain in homes • Interested in large tanks at each house rather than City temporary water options 407".. DENTON Temporary Water Provision Options (Immediate) • Community Meeting Feedback • Up to 90 days of: • Potable water (large containers) • Shower/restroom facilities • Access to water source at staging site • Legal Considerations • Emergency Declaration 470" & DENTON Estimated Cost/Month Potable Water $5,.000 Shower/Restroom $15,000 Water Access $3,.000 Staff, Power, etc. $2,000 TOTAL $25,1000 Resident Proposal: Large Volume Tanks Components A=J • 2000+ gal. storage tank • Y -Strainer (not shown) • Booster Pump • Pressure tank • Pump House (not shown) • Freeze Protection Heater • Electrical Service • Private Plumbing • Estimated Set -Up Cost: $11,510/Residence OFF G RI D I NDIVI DUAL TAN K AND F ISM P WATE R S UPPLY SYSTEM Non table water su PPl}- May not meet Bu i A ing of Plum bi ng -e- REQUIRES FREEZE PROTECTI DN NON- POTABLE WATER STORAGE TANK I BOOSTER PUMP PRESSURE TANK 11 11 s r6p JL jr Np— To HousE Resident Proposal: Large Volume Tanks • Challenges: • Water quality within individual systems • Delivery of water • Frequency • Access given road conditions • Legal/Liability Concerns • Hold harmless, waivers • Compliance with code • Metering/billing accuracy DENTON Estimated Permanent Infrastructure Costs Water Wastewater Streets Drainage TOTAL Cost Esi� $1,156,244 $1,002,801 $2,865,103 $694,000 $5,718,148 • Aggregate DCAD Value of all Lots: $450,000 • Average Cost Per Lot: $109,964 470" & DENTON 1. Private Funding, or 2. Public Funding by Council Direction a. General Funds b. PID/MUD C. CDBG/Grants ; EgxAkbrB i ' Presumed to be Occupied +r owned by Roddy Family Owned by Others I DENTON Legal Considerations • Legal Considerations for Expenditure of Funds under: 1. Emergency Declaration 2. Non -Emergency • Public Purpose • Temporary (non -emergency) • Permanent • Non-Discriminatory/Equal Treatment DENTON 11111111116 Next Steps • Receive Council direction • Update and discussion in December 2019 DENTON Council Direction • Regarding temporary water provision • Regarding permanent water provision • Regarding any other feedback and direction DENTON CITY OF DENTON Utility Administration 901-A Texas St., Denton, TX 76209 • (940) 349-8463 Summary of Green Tree Estates Water Services Nov. 1, 2019 Background: • The owner and operator of a water well at Green Tree Estates, provides water Green Tree Estates residents. He has informed the City and water customers that he will stop operating the well Nov. 15, 2019 — eliminating the only source of water for these customers. • The number of customers nears the threshold of being a public water supplier by state rules (25 is the threshold). The City has argued that the services meet the state requirements. Additionally, the well has a public water supply identification, which is currently listed as "inactive". • The 30 -day notification falls short of the requirements specified by the Texas Public Utilities Commission's (PUC) 120 -day notification requirement for public water suppliers. What are the City's requirements to provide water?: • Green Tree Estates was annexed into the City of Denton in 2013. The Service Plan that was part of the annexation agreement specifies a series of steps for the Owner to receive water from the City. These steps include paying for extension of service from the nearest City Water line connection to the existing tank system for the well. The tank system would then continue to be used to distribute water to the residents. • All roads within Green Tree Estates and the well water distribution system are privately owned, therefore, the City is unable to directly connect to residences. • As developments occurred around Green Tree Estates, connection points were established on two sides of Green Tree estates to facilitate connection by Owner. • Since annexation in 2013, the Owner has declined to connect to the City of Denton system and has continued to supply water to customers with an "inactive" regulatory status. City of Denton efforts on behalf of the residents: • Upon learning of the intent to cease water services, an outside law firm was contacted to advise the City on options to avoid a sudden and devastating loss of water services. • The Texas Commission on Environmental Quality (TCEQ) was contacted to assess the situation. The system at Green Tree Estates is currently listed as an "inactive" Public Water Supply with the TCEQ. TCEQ staff performed a site visit on August 5, 2019, and determined that the system has 11 connections serving 26 people, which meets the definition of a public water system. However, the TCEQ stated that the Owner claimed that some connections were illegal, and the TCEQs position was that illegal connections can be disconnected without notice. The TCEQ OUR CORE VALUES Integrity • Fiscal Responsibility • Transparency • Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 further stated that if there is no service agreement or contract with the people receiving water, the Owner can turn off the well if he wishes. • TCEQ made a subsequent inspection and documented 9 connections (two of which had been disconnected by the Owner) and 22 customers. This stands in contrast to resident feedback that as many as 50 persons may be receiving water from the Green Tree Estates System. • The Owner was issued a letter (attached) by the City outlining our position (and that of outside counsel) that discontinuation of services was governed by state law. • The City then contacted the PUC to request intervention on behalf of the residents. Specifically, the City requested a proper notice period in keeping with public water suppliers. • The City has held discussions with the PUC over the course of two months, with varying levels of responsiveness from the Commission. Public Utility Commission involvement: • It is debatable whether the well system meets the requirements of a retail public utility under the jurisdiction of the Public Utility Commission (PUC). Although the PUC has worked with the Owner concerning notification and related activities to cease providing service, the PUC has taken the position that they cannot require compliance with state rules regarding the cessation of water services (16TAC 24.249). Current status: • The City hosted a public meeting on Oct. 29 to discuss the issue, hear customer concerns, and discuss options that may be available. There were 25-30 attendees. The property owner and PUC representative, both of which were in attendance, did not make a statement. At the meeting residents reported that there may be up to 50 people receiving water from the system. Additionally, some residents reported that they did specifically pay for water services. • The Owner has no responsibility to re -house any individuals left without water service after he stops operating the water well. • As a person affected by this discontinuation of the current water service, you may have rights from the Public Utility Commission of Texas. Please call 1-888-782-8477 or go to http://www.puc.texas.gov/consumer/complaint/Complaint.aspx for more information. • Residents who are in need of emergency housing assistance may be connected to local agencies in the community providing housing assistance, should the residents qualify and if funding is available. Residents wishing to learn more may contact the Community Development Division at (940) 349-7726. 2 Frequently Asked Questions Updated: 11/1/19 Can the City connect to the homes and provide water? The City does not have the authority to directly provide water to the homes for several significant reasons. First, the City would not be able to access properties without the granting of utility easements by the property owners. Most of these properties, and all Green Tree Estates roads are held by the water well Owner. Second, by Charter and by policy, the costs for the new infrastructure must be supplied by the property owner(s). Any new infrastructure would not be implemented by the Owner's Nov. 15 water cutoff date. The granting of easements and design and installation of infrastructure would take months to accomplish. Can the City connect to the existing system to provide water? In the approved annexation Service Plan, a process was stipulated for the Green Tree Estates water system to connect to the City water system and provide City water. Under this process, the City would provide water (with appropriate backflow controls) into the privately held Green Tree Estates water storage tank. That water would be metered and billed to the water well Owner. The Owner would then operate the existing system and provide City -supplied waters to Green Tree Estates Customers. This Plan assumed the continued operation of the private water system by the owner, however the Owner has indicated no interest in pursuing this. The City cannot bypass the water tank and connect water directly into the Green Tree Estates water system distribution network. This is primarily due to the unknown age and quality of the water pipes. The City could not take responsibility for a system that might be a hazard to the health and safety of the customers. Additionally, the Green Tree Estates infrastructure may not structurally withstand the increase in pressure from the City water system. Can the City use eminent domain to secure access to properties to provide water? The annexation Service Plan specifically stated conditions to connect the property to our system, which was a condition for annexation. For eminent domain to be used, the city would have to: 1. fund the costs of the infrastructure and the value of the land being taken; demonstrate a public purpose in the eminent domain taking. Additionally, doing so would set a precedent that would deviate from how the City has historically facilitated water connections to newly annexed land. This change in policy could have far reaching ramifications in how developments connect to services, including whether private developers should receive similar accommodations for new developments. Can CDBG funds be used to provide water? CDBG funds can be used for public infrastructure projects for areas that serve low -to -moderate income persons. The Census block group that Green Tree Estates is a part of is not outright permitted for the use of CDBG funds as it does not meet the threshold for income eligibility (51% of low -to -moderate income persons must be located in the block group). However, an income survey could be performed for Green Tree Estates to determine eligibility for a specific neighborhood project and could be submitted to HUD for review and approval. It is not known at this time how long that process would take for HUD approval. If this project was eligible for CDBG funds, either 1) the City's current CDBG funds would need to be reallocated through a substantial amendment to the City's Action Plan for Housing and Community Development (estimated to take 60-90 days without Community Development Advisory Committee review), or 2) would need to wait for FY2020 HUD funds to be allocated to the City on Aug. 1, 2020. There are a number of factors that would need to be determined and looked at further including land ownership, property acquisition regulations, and preliminary environmental assessment in order to be in compliance with HUD regulations. Furthermore, the intent of CDBG funds is to benefit low -to -moderate income persons over a period of time — therefore, if sale of the property were to occur in the near future, it may be possible that there could be risk of repayment of CDBG funds to HUD. Did the City consider issue when annexing the land? This issue was considered. The Service Plan was developed prior to annexation and approved by the County appointed annexation committee. It provided a procedure for the private water system to be safely connected to the City water system. This Plan assumed the continued operation of the private water well and system by the Owner. What are the City's current efforts regarding this issue? The City does not contest the right of the Owner to cease operation, it does request that the Green Tree Estates system follow the State of Texas notification process that is required of public water suppliers. Additionally, the City is working to hear resident concerns and place them in contact with state agencies who can answer their questions relating to state rules regarding the cessation of water service. Additionally, the City is referring interested residence to local housing service providers in the event that resources are available to assist with rehousing. While City is also evaluating long-term options to connect Green Tree Estates residences to the City system. This will not be a short-term solution and any options may take months to implement. At this point in time, the City expects water service to Green Tree Estates to lose water service on Nov. 15, 2019. What low-cost or no -cost legal services are available to the Green Tree Estates residents? The residents may have legal options available to them. The City, however, is not a position under its Charter to provide legal services and opinions to them. In addition to directly retaining a private attorney, the residents may qualify for representation by Legal Aid of Northwest Texas or be able to secure low-cost or no -cost representation through the Denton County Bar Association. Legal Aid of Northwest Texas: (940) 383-1406 Denton County Bar Association: (940) 320-1500 11 FILE REFERENCE FORM 1 2013-096 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Amended by Ordinance No. 2014-198 07/15/14 JR sAtegahour documentslordinances1131dh-9 annexation ordinance-clean.doc ORDINANCE NO. 2013-096 AN ORDINANCE ANNEXING AN AREA OF LAND TO THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS DH -9 OF APPROXIMATELY 298 ACRES (LESS THOSE PARCELS IDENTIFIED IN EXHIBIT "C") LOCATED NORTH OF POCKRUS PAGE ROAD, NORTH, SOUTH AND NORTHEAST OF EDWARDS ROAD, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO, WHICH AREA IS ADJACENT TO AND ABUTS THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, AND WHICH CONTAINS AREAS OF LAND WHICH ARE TO BE ANNEXED PURSUANT TO THE CITY'S 3 -YEAR ANNEXATION PLAN; EXCLUDING PROPERTIES WITHIN DH -9 SUBJECT TO NON -ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE FROM THE ANNEXATION; PROVIDING FOR CORRECTION OF THE CITY MAP TO INCLUDE THIS ANNEXED AREA; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.052, Subchapter C, Texas Local Government Code, a home rule city is authorized to annex certain areas that are required to be in an annexation plan; and WHEREAS, this annexation is under the annexation procedures for areas required to be included in an annexation plan pursuant to Tex. Loc. Gov't Code, Sections 43.051— 43.057; and WHEREAS, the areas of land proposed to be annexed have been grouped into a tract identified as DH -9; and WHEREAS, pursuant to Tex. Loc. Gov't Code, Section 53.052(c), on April 6, 2010 the Denton City Council adopted a 3 -Year Annexation Plan Ordinance for DH -9 in order to initiate the annexation of DH -9; and WHEREAS, on June 30, 2010, in accordance with Tex. Loc. Gov't Code, Section 43.052(f), the City sent a written Notice of Intent (NOI) to all property owners, public and private entities, and railroad companies within DH -9 informing them of the City's intent to annex the areas, and the NOI was also posted on the City's website. The City also published the notice in the local newspaper per Tex. Loc. Gov't Code, Section 43.0561(c); and WHEREAS, on November 24, 2010, in accordance with Tex. Loc. Gov't Code, Section 43.053(g), the City completed an Inventory of Services and Facilities (ISF), which subsequent to its completion, the ISF was posted on the City's website; and WHEREAS, on January 14, 2011, in accordance with Tex. Loc. Gov't Code, Section 43.0561(c), the City mailed written notices to affected property owners of the first of two required Public Hearings, and the City also posted the notice on the City's website. The City also published the notice in the local newspaper per Tex. Loc. Gov't Code, Section 43.0561(c). The first Public Hearing was held on February 1, 2011; and WHEREAS, on January 26, 2011, in accordance with Tex. Loc. Gov't Code, Section 43.0561(c), the City mailed written notices to affected property owners of the second Public Hearing, and the City also posted the notice on the City's website. The second Public Hearing was held on February 15, 2011; and WHEREAS, although not required, a third Public Hearing was held on February 17, 2011; and WHEREAS, the purposes of the Public Hearings were: (1) to allow persons interested in the proposed annexation of DH -9 an opportunity to be heard; and (2) to explain to DH -9 residents the contents of the preliminary service plan for the provision of full municipal services to DH -9, which preliminary service plan was made available for public inspection on the City's website prior to the Public Hearings; and WHEREAS, on July 6, 2011, in accordance with Tex. Loc. Gov't Code, Section 43.0562, City Staff and committee representatives selected by the Denton County Commissioners Court began negotiations concerning the contents of the preliminary service plan; and WHEREAS, negotiations ended on August 15, 2011 after City Staff and DH -9 committee representatives agreed to certain modifications to the service plan; and WHEREAS, on August 16, 2011, the Denton City Council adopted via ordinance the service plan as modified and agreed upon by City Staff and DH -9 committee representatives; and WHEREAS, the Denton City Council finds that all annexation procedures required to annex DH -9 under the City's 3 -Year Annexation Plan have been complied with in accordance with Tex. Loc. Gov't Code, Sections 43.051— 43.057; and WHEREAS, the Denton City Council finds that the annexation will allow the city to ensure development consistent with The Denton Plan as it is now written, or as it may be modified by the City from time to time; and WHEREAS, offers of non -annexation development agreements have been made to the owners of all eligible properties within the area to be annexed pursuant to this Ordinance, which properties have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland as required by Section 43.035, Subchapter B, Local Government Code; and WHEREAS, the City Council, via Ordinance No. 2012-362 adopted on December 18, 2012, approved certain non -annexation agreements executed by eligible property owners within DH -9; and WHEREAS, the City desires to affirm that structures, uses and facilities pre-existing in areas annexed under this Ordinance, or in areas subject to non -annexation agreements within DH -9 approved by prior action, shall be subject to the protections and limitations imposed by §43.002 of the Texas Local Government Code, as well as those protections afforded by Subchapter 11 of the Denton Development Code, to the extent it is applicable; and Page 2 WHEREAS, under the previously approved non -annexation agreements between an eligible property owner and the City, the lands subject to the agreements retain their extraterritorial status and the owners of such lands must abide by the City's development regulations as if such lands were within the City limits, as provided further in such agreement; and WHEREAS, the land which is adjacent or contiguous to an area subject to a non - annexation agreement is considered adjacent or contiguous to the City for purposes of annexation; and WHEREAS, the City Council of the City of Denton deems it to be in the best interests of the citizens of the City of Denton to annex said territory into the City of Denton, save and except those properties subject to prior approved non -annexation agreements within DH -9; 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 area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DH -9, as described in Exhibit "A", attached hereto and incorporated herein, and as depicted in Exhibit `B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control), save and except for those properties described in Exhibit "C", which are subject to certain non -annexation agreements, executed by property owners within DH -9 and previously approved by the City via Ordinance No. 2012-362, due to their use for agricultural, wildlife management or timberland purposes as described in Section 43.035, Subchapter B, Local Government Code, is hereby ANNEXED to and included within the corporate limits of the City of Denton, Texas. SECTION 3. The previously negotiated service plan prepared in accordance with applicable provisions of state law pertaining to annexation, adopted on August 16, 2011, by Ordinance No. 2011-136, is attached hereto as Exhibit "D" and made a part hereof for all intents and purposes. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. SECTION 5. This Ordinance shall be become effective upon final passage by the City Council. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. Page 3 SECTION 7. Nothing herein should be deemed to repudiate any earlier action by the City relating to approval of any non -annexation agreement associated with properties contained within DH -9. AND IT IS SO ORDERED. Passed by the City Council on 1St reading this g t day of 111dr&h 52013. Passed by the City Council on 2nd reading this day of ZZArd 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: I APPRO D AS NO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Cmc C� Page 4 MARK BORRbUOjHS. MAYOR sAlegahour documentslordinances1131dh-9 exhibit a.doc Exhibit "A" — DH -9 ALL those certain lots, tracts or parcels of land lying and being situated in the County of Denton, State of Texas and presently being wholly surrounded and fully embraced by the Denton city limit boundaries of record and established by the annexation ordinances as follows: Ordinance 1983-18, Ordinance 1984-17 (Tracts II & III), Ordinance 1984-97, Ordinance 1986-129, Ordinance 1986-130, Ordinance 1986-214, Ordinance 1986-218, Ordinance 1998-256, Ordinance 1999-262, Ordinance 2004-134 (Tract II), and Ordinance 2004-192; and being more specifically described as follows: BEGINNING at a point described in Ordinance 86-130, said point being on the north boundary line of the property described in Ordinance 84-97 and a point in the center of Swisher Road, said point also being the Point of Beginning of the property described in Ordinance 86-130; THENCE North 00° 41' 04" East, 1520.87 feet with the center of Swisher Road to a point for a corner; THENCE North 89° 50' 58" East, 1655.56 feet to a point for a corner; THENCE northerly along the west line of the property described in Ordinance 86-130 to a point described in Ordinance 98-256, said point being the southeast corner of the property described in Ordinance 98-256; THENCE North 86° 23' 49" West, 1632.5 to a point for a corner, said point being the point of beginning for the property described in Ordinance 98-256; THENCE North 04° 44' 29" East, 283.1 feet to a pin for a corner; THENCE North 72° 08' 23" East, 271.89 feet to a point for a corner; THENCE North 88° 59' 12" East, 526.69 feet to a point for a corner; THENCE South 86° 21' 22" East, 150.03 feet to a point for a corner; THENCE South 86° 20' 48" East, 704.84 feet to a point on a corner, said point being the northeast corner of the property described in Ordinance 98-256 and on the west line of the property described in Ordinance 86-130; THENCE northerly along the west line of the property described in Ordinance 86-130, said point being the northeast corner of the property; THENCE North 89° 29' 03" East, 1261.48 feet to a point for a corner; THENCE North 00° 40' 16" West, 83.55 feet to a point, said point being the beginning of a curve described in Ordinance 86-130; THENCE 552.92 feet along the above referenced curve to a point at the end of the curve; THENCE North 21° 19'44" East, 698.69 feet to a point for a corner, said point on a line as described in Ordinance 82-214; THENCE Westerly along a line described in Ordinance 82-214 to a point for a corner, said point being US Army Corps of Engineers (USACE) Monument P -238-W; THENCE along a series of courses and distances as described in Ordinance 82-214 as follows; South 82° 18' West, 236.4 feet to USACE Monument P -239-W; South 69° 35' West, 556.8 feet to USACE Monument P -240-W; North 38° 59' West, 1140.8 feet to USACE Monument P -241-W; South 58° 12' West, 672.9 feet to USACE Monument P -242-W; North 88° 58' West, 547.2 feet to USACE Monument P -243-W; North 17° 12' West, 341.7 feet to USACE Monument P -244-W; North 27° 41' East, 164.7 feet to USACE Monument P -245-W; THENCE South 88° 58' East to a point of intersection with the property described in Ordinance 86-129; THENCE Northwesterly along the middle of Pecan Creek, approximately 1040 feet in a series of courses and distances as described in Ordinance 86-129 to a point of intersection with the east boundary of the property described in Ordinance 83-18; THENCE South 4° 11' 22" West, 744.55 feet to a point for a corner, said point being the southeast corner of the property described in Ordinance 83-18; THENCE Westerly approximately 310 feet to a point of intersection with the property described in Ordinance 2004-192, said point being the northeast corner of said property; THENCE South 02° 30' 20: West, 598.74 feet to a point for a corner; THENCE South 86° 34' 09" East, 289.44 feet to a point for a corner; THENCE South 02° 13' 37" West, 296.76 feet to a point for a corner; THENCE North 87° 35' 54" West, 288.25 feet to a point for a corner; THENCE South 02° 28' 11" West, 303.97 feet to a point for a corner; THENCE South 87° 35' 54" East, 288.25 feet to a point in Swisher Road; THENCE South along the center of Swisher Road, approximately 678.27 feet to a point at a corner; THENCE South 89° 38' 54" West, 2051 feet to a point for a corner; THENCE North to a point of intersection with the property described in Ordinance 86- 218; THENCE North 89° 47' 12" West, 40.21 feet to a point for a corner; THENCE South 040 19' 30" West, 1507.29 feet to a point for a corner, said point being the southeast corner of said tract and lying in the center line of Edwards Road and having an intersection of a northerly line of the property described in Ordinance 99-262; THENCE Easterly along the centerline of Edwards Road to a point for a corner; THENCE South 00° 21' 39" East, 1328.19 feet to a point for a corner, said point being on the north line of the property described in Ordinance 84-17, Tract II; THENCE Easterly to a point intersecting the east line of the property described in Ordinance 2004-134, Tract II; THENCE South 02° 02' 31" West, 724.32 feet to a point for a corner; THENCE North 870 02' 50" West, 73.11 feet to a point for a corner; THENCE South 02° 00' 40" West, 596.16 feet to a point on Pokrus Page Road; THENCE Easterly to the Point of Beginning, containing approximately 298 acres. Ir ,1� ilk • -- o � rrrrN� ri s � � rtr gra rn ISN +n l��rr Z Mr1r u r�r in rru r • r A 1 II II Exhibit B /y i INMm �� - ��■ III 11 �•• __ �_ IIIIIIIIII p=—p-p �� II III IIID —.� ■- �_ — IIIIN — • • 1 1111 n a 1 0 [P s:\legal\our documents\ordinances\13\6-9 exhibit c.doc DH -9 — Exhibit "C" 1. Being a 2.492 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated December 7, 2001 from Fredonia Lea Barber and Kim Truelove to Raul Flores and wife, Cynthia Flores, filed for record on December 11, 2001 and recorded in Volume 4981, Page 4381 of the Real Property Records of Denton County, Texas. Said 2.492 acre tract is commonly known as DCAD Property ID 239705. 2. A. Being a 1.06358 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain General Warranty Deed dated November 29, 2006 from the Estate of Bonnie Epps Coonrod, Deceased to Ray Grimes and Judy Grimes, filed for record on December 6, 2006 and recorded in Instrument No. 2006- 147878 of the Real Property Records of Denton County, Texas. Said 1.06358 acre tract is commonly known as DCAD Property ID 76954. B. Being a 1.00 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain General Warranty Deed dated June 28, 1999 from Ronald Grimes to Raymond Lee Grimes and Judith Mae Grimes, filed for record on July 1, 1999 and recorded in Volume 4372, Page 3163 of the Real Property Records of Denton County, Texas. Said 1.00 acre tract is commonly known as DCAD Property ID 164546. C. Being a 105.087 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated November 23, 1983 from Wesley G. Stewart to Raymond Lee Grimes and wife, Judith Mae Grimes, filed for record on November 30, 1983 and recorded in Volume 1300, Page 340 and corrected in Volume 1411, Page 654 of the Real Property Records of Denton County, Texas, SAVE AND EXCEPT the following eight (8) tracts: 1) A 1.00 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Warranty Deed dated April 12, 1984 from Raymond Lee Grimes and wife, Judith Mae Grimes to Greg McDaniel and wife, Janet McDaniel, filed for record on May 3, 1984 and recorded in Volume 1394, Page 678 of the Real Property Records of Denton County, Texas. Said 1.00 acre tract of land is commonly known as DCAD Property ID 113104. 2) A 1.00 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Warranty Deed dated April 12, 1984 from Raymond Lee Grimes and Judith Mae Grimes to Billy Bob Ellison, Jr. and wife, Connie R. Ellison, filed for record on May 3, 1984 and recorded in Volume 1394, Page 685 of the Real Property Records of Denton County, Texas. Said 1.00 acre tract of land is commonly known as DCAD Property ID 113102. 3) A 1.00 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Warranty Deed dated May 4, 1984 from Raymond Lee Grimes and Judith Mae Grimes to John E. Adelmann and wife, Linda J. Adelmann, filed for record on September 7, 1984 and recorded in Volume 1480, Page 70 of the Real Property Records of Denton County, Texas. Said 1.00 acre tract of land is commonly known as DCAD Property ID 113100. 4) A 13.380 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain General Warranty Deed dated March 28, 1986 from Raymond Lee Grimes and wife, Judith Mae Grimes to RMB Land Co., Ltd., filed for record on April 1, 1986 and recorded in Volume 1851, Page 928 of the Real Property Records of Denton County, Texas. Said 13.380 acre tract of land is commonly known as DCAD Property ID 13139. 5) A 4.366 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Correction General Warranty Deed dated June 12, 1998 from Raymond Lee Grimes and Judith Mae Grimes to the City of Denton, filed for record on July 27, 1998 and recorded in Volume 4140, Page 2055 of the Real Property Records of Denton County, Texas. Said 4.366 acre tract of land is commonly known as DCAD Property ID 199391 and DCAD Property ID 38465. 6) Being a 10.100 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated September 21, 2005 from Raymond Lee Grimes and wife, Judith Mae Grimes to John R. Polster and wife, Lisa K. Polster, filed for record on October 5, 2005 and recorded in Instrument No. 2005-123913 of the Real Property Records of Denton County, Texas; now known as Lot 1, Block 1 of Polster Addition, an Addition to the E.T.J. of the City of Denton, filed for record on March 7, 2011 and recorded in Instrument Number 2011-42 of the Plat Records of Denton County, Texas. Said 10.100 acre tract is commonly known as DCAD Property ID 306410. 7) A 10.10 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated September 28, 2007 from Raymond L. Grimes and Judith Mae Grimes to John R. Polster and Lisa Polster, husband and wife, filed for record on October 3, 2007 and recorded in Instrument No. 2007-117718 of the Real Property Records of Denton County, Texas. Said 10.10 acre tract of land is commonly known as DCAD Property ID 524157. 8) Being a 1.00 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain General Warranty Deed dated June 28, 1999 from Ronald Grimes to Raymond Lee Grimes and Judith Mae Grimes, filed for record on July 1, 1999 and recorded in Volume 4372, Page 3163 of the Real Property Records of Denton County, Texas. Said 1.00 acre tract is commonly known as DCAD Property ID 164546. Commonly known as DCAD Property ID 100087 (Note, called a 66.313 acre tract by DCAD). 3. Being a 1.0959 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Warranty Deed dated December 31, 1996 from David W. Mason to J. Doss Phillips and wife, Glynnis Phillips, filed for record on January 2, 1997 and recorded in Instrument No. 97-R0000117 of the Real Property Records of Denton County, Texas. Said 1.0959 acre tract is commonly known as DCAD Property ID 189728. 4. Being a 9.960 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated October 2, 2000 from Harland E. Stanton, Bobby G. Stanton, Frank J. Stanton, Oneita Stanton and Virginia Stanton to Pyong Uk Yi, filed for record on October 5, 2000 and recorded in Volume 4689, Page 1873 of the Real Property Records of Denton County, Texas. Said 9.960 acre tract is commonly known as DCAD Property ID 38636. 5. Being a 24.58 acre tract of land, more or less, situated in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, and being more fully described in that certain Warranty Deed dated May 2, 1979 from Charles L. Muirhead, Jr. to Guy Wade Willis, filed for record on May 2, 1979 and recorded in Volume 950, Page 492 of the Real Property Records of Denton County, Texas, SAVE AND EXCEPT that portion lying within the existing city limits, leaving a called 14.94 acre tract of land that is commonly known as DCAD Property ID 38580. sAlegal\ourdocumentAordinances1111dh-9 Exhibit D ORDINANCE NO. 2011-136 AN ORDINANCE ADOPTING A SERVICE PLAN FOR AN AREA OF LAND TO BE ANNEXED TO THE CITY OF DENTON, TEXAS, PURSUANT TO AN ANNEXATION PLAN, GENERALLY IDENTIFIED AS DH -9 CONSISTING OF APPROXIMATELY 298 ACRES LOCATED NORTH OF POCKRUS PAGE ROAD, AND NORTH, SOUTH AND NORTHEAST OF EDWARDS ROAD, AND MORE SPECIFICALLY IDENTIFIED AND DEPICTED IN EXHIBIT "A" ATTACHED HERETO, WHICH AREA IS ADJACENT TO AND ABUTS THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.052, Subchapter C, Texas Local Government Code, a home rule city is authorized to annex certain areas within its annexation plan; and WHEREAS, Section 43.0560), Subchapter C, Texas Local Government Code requires that a preliminary service plan be prepared for the provision of full municipal services to the area proposed to be annexed, be made available for public inspection and be explained to the inhabitants of the area to be annexed at public hearings; and WHEREAS, the City of Denton's preliminary service plan was prepared, made available for public inspection and explained to the inhabitants of the area to be annexed at public hearings; and WHEREAS, Section 43.0562, Subchapter C, Texas Local Government Code requires the City to negotiate the proposed provision of services contained in the preliminary service plan with a committee of five representatives appointed by the Denton County Commissioners Court; and WHEREAS, said negotiations were held between the City and the County -appointed committee; and WHEREAS, said negotiations resulted in modifications to the preliminary service plan, which amended service plan is attached hereto as Exhibit "A"; and WHEREAS, the City Council of the City of Denton finds that the preliminary service plan is in the best interests of the health, safety and general welfare of the citizens of the City of Denton, Texas and of the citizens of DH -9; 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 Council finds that the amended preliminary service plan attached hereto as Exhibit "A" is complete and adopts it as its official service plan for DH -9 pursuant to Sections 43.056(a) and (lc), Subchapter C, Texas Local Government Code. sAiegal\our documents\ordinances\11\dh-9 service plan adoption ordinance.docsAlegakour documents\ordinances\l l\dh-9 service plan adoption ordinance.doc SECTION 3. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 4. This Ordinance shall be become effective upon final passage by the City Council. PASSED AND APPROVED this the day of 2011. 117 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: W APPROVED S TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:�-- f Page 2 EXHIBIT A CITY OF DENTON SERVICE PLAN DH -9 Final - August 16, 2011 I. AREA ANNEXED The area to be annexed encompasses approximately 298 acres of land and is bounded by current city limits on all sides; north, south, east and west. it is located north of Pockrus Page Road, north, south and northeast of Edwards Road. The area is an unincorporated pocket located within City of Denton's Extraterritorial Jurisdiction (ETJ)., Division 1, and is identified as DH -9. The proposed annexation contains multiple owners. A general description of the area is attached. H. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: 1. Fire suppression and rescue; 2. Pre -hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance, As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emergency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre -arrival First Aid instructions; 2. Pre -hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and/or as established by the City Council. ,Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CTP and/or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in, conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road/street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. E. Parks, Playgrounds, Swimming Pools Residents within the .areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. F. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. 3 G. Other Services Except as provided in Section V. Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. IV. ENTERPRISE ACTIVITY (UTILITY CUSTOMER) SERVICES A. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. B. Wastewater Facilities Except as provided in Section V. The proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights-of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. 4 C. Water Facilities Except as provided in Section V. The proposed annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. V. ADDITIONAL SERVICES A. Non -Annexation Agreements — The City has agreed to offer Non -Annexation Agreements to eligible property owners in DH -9 for a term to last seven years. Eligible property owners are those individuals who currently receive an agricultural property tax exemption on their property. From the effective date of the annexation, currently projected as May, 2013, the seven year Nan -Annexation Agreement will extend the time period for non -annexation to 2020. B. Pedestrian Path - Pending the receipt of right-of-way or a pedestrian access easement, the City agrees to construct a pedestrian path on the east side of Swisher from Edwards Road south to the Pecan Creek Elementary School. In designing the pathway, the City shall seek to utilize the most reasonable alignment to provide safe access to the school along Swisher and to minimize the impact on existing trees, C. Traffic Calming Devices — The City is agreeing to install traffic calming devices along the frontage of school property on Swisher Road until the pending Edwards road extension is complete and functional for a period of one year or as determined necessary. D. Private Water Service Tap - Within two years from date of annexation, the City will allow one to four water taps to be permitted for residential service from the closest tap point at Capetown Road. The Grimes family will be required to grant a 20 foot easement across the southern boundary of their property (running east to west). The Grimes Family will be responsible for tap and impact fees for each of the requested water taps as well as the cost to run their individual private service lines from each residential structure connected to the city's water system. The Grimes Family will also provide a 10 foot wide private water service line easement between the city's water meter or meters for each private service line that is extended between the proposed point of connection at Capetown Road to cover each private water service line extended to connect each single family home on the Grimes Property. The city will require a customer service inspection for each home connected to the city's water system as required by state law. Each water tap and meter will provide water service to one single family residential structure and must be physically and permanently removed from the private well system that serves the adjacent home on the Grimes property. The city reserves the right to discontinue service from any water meter if it is discovered that the water supplied through this meter is subsequently extended to serve more than one single family home, in violation of the TCEQ's one residential home, one meter requirements and/or the City's metering, cross connection control ordinance and service policies. E. Wastewater line Extension along Shiloh and Swisher - City will design and construct these sewer lines including all taps from the sewer main up to the private property line. The total project will include survey, design, construction, staking, installation of the sewer main and taps, and testing and inspection during construction. City will enter into an agreement to extend these sewer lines based on the following provisions: 1. The cost per single family connection to the City sewer main will be based on the following: • If a minimum of 80 percent of the lots connect to the sewer main then per connection charge will be $5,300 plus the $1,700 impact fee, for a total charge of $7,000. 0 • If a minimum of 70 percent and less than 80 percent of the lots connect to the sewer main then per connection charge will be $6,300 plus the $1,700 impact fee, for a total charge of $8,000. • If a minimum of 60 percent and less than 70 percent of the lots connect to the sewer main then per connection charge will be $7,500 plus the $1,700 impact fee, for a total charge of $9,200. • If a minimum of 50 percent and less than 60 percent of the lots connect to the sewer main then per connection charge will be $9,300 plus the $1,700 impact fee, for a total charge of $11,000. 2. City will establish a Pro -Rata Agreement to recoup the cost of the sewer line in the future from the lots that initially do not tie to the City sewer line. This pro rata cost will be based on the frontage of each lot and will be either sixty (60) percent or one hundred (100) percent of the per foot cost of sewer line installation. 3. Any easements needed from private property to construct the public sewer system must be donated by the property owner to the City at no cost to the City. 4. Homeowners are responsible for the rerouting of the private lateral sewer within their property to connect to the sewer tap at their property line. 5. City will extend this offer for extension of the sewer lines for a period of three years from the date of execution of the annexation. F. Grant Funding Opportunities for Wastewater Service an Swisher, Shiloh and Pockrus Page Roads — The City agrees to seek grant funding opportunities to fund the wastewater services as described below. 1. The City agrees to aggressively pursue alternate funding options for the benefit of the property owners currently being served by the City of Denton water supply along Pockrus Page, Swisher, and Shiloh Roads, that may be available through the Community Development Block Grant, the RCAP program or ANY other grant program that may be available to the City of Denton officials, that would effectively provide a sewer line that parallels the existing City of Denton water line on the above mentioned three roads. 2. The City agrees to pay 100% of the costs of the off-site sewer line beyond the frontage of the last property up to the connection with the existing City sewer, 7 in the event the Grant dollars do not cover the entire costs of the wastewater pipeline system. 3. The City will assign a contact department official and phone number for full disclosure and updates regarding the Grant process. 4. Payment of wastewater Impact fees if not covered by the Grant funding will be the responsibility of the property owner. G. No Parking Signage on Edwards Road -- In accordance with the City of Denton Municipal Code Section 18-93, the City will evaluate the feasibility of establishing parking restrictions along the section of Edwards Road from Desert Willow Road to Lakeview Boulevard. This may include the area being stripped with a broken yellow centerline pavement marking in accordance with City standards such that the north side of the Edwards Road is to have an 8 -foot wide on -street parking area and the remainder of the street width evenly divided for both directions of travel. Associated parking restriction signs may be included utilizing City standards for such signage. H. Future Access to Water and Wastewater Lines — As development occurs in DH -9, water and wastewater mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in. accordance with Denton's codes and ordinances as described in IV.B and IV.C. Such future development activity will expand the infrastructure network in DH -9 and provide additional opportunities for current property owners to have access to complete extensions or connect to existing water or sewer lines following established City policy. An example of an area likely to benefit from future development is the property along Pockrus Page Road. Water service to Green Tree Estates Subdivision - The Green Tree Estates has an existing community water system serving this subdivision that is currently listed under the TCEQ Public Water System database as an inactive system. Prior to the city considering offering water service to this system, the owners of this community water system must register this water system with the TCEQ as an active public water system and must obtain compliance with current TCEQ regulations for Public Water Systems (Chapter 30 TAC 290). After compliance with the above referenced section, the city will offer water supply through an air gap into the Green Tree Estates Public Water Supply System's ground storage tank through a water tap and meter to be installed at a point of connection to the 8 city's existing water distribution system a point to be determined in the future. The owner of the Green Tree Estates Public Water Supply System shall provide the city with adequate well pumping records to determine the appropriate water meter size, tap size, and associated water impact fees. The owner of the Green Tree Estates Public Water System will be responsible for paying the tap fees, meter set fees and water impact fees necessary to provide this water supply as well as the cost to extend the private water service line from the point of metering and the ground storage tank within the Green Tree Estates public Water System. This private water service line shall be located within a 10 foot wide private water service line easement provided by the owners of the Green Tree Estates Pubic Water System. VI. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. VII. TERM This service plats shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. VII. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. 0 EXHIBIT I Proposed Annexation Area DH -9 DH -9 encompasses approximately 298 acres of land and is bounded by current city limits on all sides; north, south, east and west. DH -9 is located north of Pockrus Page Road, north, south and northeast of Edwards Road. This area is outlined in yellow on the aerial map below. DH9 •i@ MOO f M� lmk "a Parana c _a lieua •i@ MOO f M� lmk "a I s M:q f'1 r E Ego Aw TAN74 OR MW " +�:✓ :" - � __ - .lam � x ';« y✓ W q�pp��yy���� Gil A - rRrr IM x,. 4' f I t 'F Historic • Green Tree Estates se encuentra en un area de anexion conocido tambien como "DH -9" • Plan de Servicio para Anexion: • Negociado y aprobado por el Comite de Anexion DH -9 designado por el Condado de Denton que representaba los propietarios de tierras DH -9; • Adoptada en 2011 a traves de la Ordenanza 2011-136; y • Contiene un proceso especifico para extender el servicio de agua a Green Tree Estates, que cumple con los requisitos de servicio de Denton • DH -9 fue anexado entre los Limites de la Ciudad en 2013 a traves de la Ordenanza DENTON Acuerdo cle Plan cle Servicio • Especifico" un proceso para la conexion, pero no obligo al Propietario a conectarse a la Ciudad. • Si el proceso fuera seguido: • La Ciudad proporcionaria agua al tanque existente (conexion de espacio de sire) • Habria un cliente: el propietario • EI propietario proporcionaria agua a los residentes utilizando su sistema existente 470" & DENTON Acuerdo de Plan de Servido Procesos de Conexion Obtenga una designacion activa de suministro publico de agua de TCEQ Cumplir con las regulaciones TCEQ para el sistema publico de agua Propietario Pague todas las tarifas de grifo, medidor e impacto Pague para extender la linea de servicio privado al medidor Pague el costo para extender la linea de distribucion a la propiedad Cuidad Configure el medidor y proporcione agua una vez que se cumplan las obligaciones del propietario 407".. M DENTON X X X X X Esperando Condiciones Actuates • Aproximadamente 52 lotes, 49 residentes: • 27 de 52 son propiedades de D. Roddy (25 son los propiedad de otros proprietarios) • 17 de 52 lotes parecen estar ocupados (rentores, ocupados por el propietario) • De los 17, se estima que siete (7) lotes estan ocupados por sus propietarios • Condiciones del sitio: • Caminos de tierra, mal drenaje • Estructuras de calidad inferior, preocupaciones de mantenimiento de la propiedades • EI tiro ilegal de basura, vehiculos chatarra y Ilantas • EI dueno de las calles no esta completamente determinada 470" M. DENTON I- r - 1'. V f3 . - u i Z h1G RE EN Rid z I �. - Eq�A Supusimos que Estan Ocupados Propiedades de la Familia Roddy 5 �I Propiedades de Otros -�-- -I [ F3:� Yfl Presumed to be Occupied Owned by Roddy Family Owned by Others . 1{5TM DENTON Condiciones Actuates • EI propietario no se conecto al agua o alcantarillado de la Ciudad segun el Plan de Servicio • Condiciones del sistema de agua privado: • La edad, la calidad y la integridad estructural son preocupaciones significante • EI agua esta descolorida y los residentes informan que no se puede tomar • Sin sistema de aguas residuales: solo fosas septicas • Ninguna de la infraestructura cumple con el codigo de la Ciudad 470" & DENTON Parada de Servicios • EI propietario notifico a los residentes del corte del 15 de noviembre aproximadamente a mediados de octubre • A fines de julio, el Propietario indico inicialmente la intencion de parar el servicio de agua. La Ciudad envio una carts al Propietario con fecha del 9 de agosto. • La Ciudad declaro que la interrupcion de los servicios es regulada por la ley del Estado • La Ciudad le pidio al Propietario que presente una peticion con PUC para que se suspenda • La Cuidad solicito al Propietario que notifique a los clientes, por escrito, sobre su intencion. 407".. DENTON Acciones de la Ciudad: TCEQ • Por el solicitud del personal, TCEQ completo una visits al sitio el 6 de agosto. • 26 clientes de agua documentados, 11 conexiones • Alcanzo el nivel para calificar como proveedor publico de agua • TCEQ informo al propietario que las conexiones ilegales podrian separarse • Posteriormente, TCEQ hizo' una segunda visits al sitio y reviso la estimacion a 9 conexiones y 22 personas • Revision debido a que el propietario desconecta las supuestas conexiones ilegales • Ciudad no fue informada de la segunda visits al sitio 4 70" & DENTON Acciones de la Ciudad: PUC • La Ciudad de Denton contacto a la Comisiof n de Servicios Publicos para informarles sobre la situacion. • La Ciudad tuvo varias conversaciones con la Comision desde el contacto initial. • La Comision discutio un aviso que daria ma's tiempo el Propietario - el Propieta rio se nego a hacerlo. • Hasta la fecha, PUC ha comunicado que no pueden exigir el cumplimiento de las normas estatales sobre parando las operaciones del servicio de agua. 470" & DENTON Condition Actual • Privado, Materia Civil • La Ciudad no regula los sistemas de aqua que no son de la Ciudad • La Ciudad no puede exigir al Propietario que continue operando el sistema que no es de la Ciudad • La Ciudad no puede exigir al Propietario que se conecte al sistema de agua de la Ciudad • Acciones del Personal de la Ciudad • Abogar en nombre de los residentes a las agencias del Estado y la delegacion legislativa. • Dirigir a los residentes a recursos de viviendas y legales. • Trabajando con voluntarios de la comunidad. • Planificacion de proveer agua de emergencia. DENTON Juntas de la Comunidad • Las juntas se Ilevaron a cabo el 29 de octubre y el 11 de noviembre. • Comentarios: • Preocupaciones sobre la calidad del agua en el sistema privado • Deseo de soluciones a largo plazo que les permitan quedarse en sus hogares • Interesado en grandes tanques en cads casa en lugar de opciones de agua temporales de la Ciudad 407.. DENTON � I Opciones de provision temporal de agua (inmediata) • Comentarios de la Junta de la Comunidad • Hasta 90 dias de: • Agua potable (contenedores grandes) • Banos/Servicios • Acceso a agua en el sitio de preparation • Consideraciones legales • Declaration de emergencia 470" & DENTON Agua Potable Banos/Servicios Acceso al agua Personal, Energia Electrica, etc. TOTAL $5,000 $15,000 $3,000 $2,000 $25,000 Propuesta de Residentesm. Tanques de gran volumen hComponentes J� A •Tanque de 2000+ galones •Colador-Y (no mostrado) • Bomba de Refuerzo •Tanque de Presion • Casa de bombas (no mostrado) • Calentador de Proteccion contra Congelamiento • Servicio Electrico • Plomeria Privada • Costo de Instalacion Estimado: $11,510/Residencia 407L. M. DENTON SISTEMA DE DE AGUA DE TANQUE Y BOMBA INDIVIDUAL FUERA DE LA RED Suministro de aqua no potable. Puede no cumplir con el Codigo de Construccion o Plomeria. REQUIERE PROTECCION CONTRA EL CONGELAMIENTO AGUA TANQUE DE PRESION NO POTABLE s TANQUE DEALMACENAMIENTO BOMBA DE REFUERZO PARA GUARDAR Propuesta Residentem. Tanques de Gran Volumen • Dificultades: • Calidad del agua en sistemas individuales. • Entrega de agua • Frecuencia • Acceso a las condiciones del camino • Preocupaciones legates/de responsabilidad • De Exoneracion, Dispensa • Conformidad de codigo • Precision de Medicion / Facturacion 4 701. � L. DENTON Costos estimados de infralestructural permanente Agua $1,156,244 a. Financiacion Privada, o Aguas Residuales $1,002,801 b. Financiamiento Publico por Direccion Calles $2,865,103 del Consejo Drenaje $694,000 a. Fondos General TOTAL $5,718,148 b. PID/MUD C. CDBG/Otorgamiento • Valor agregado de DCAD de todos los lotes: $ 450,000 • Costo promedio por tote: $ 109,964 40W " L. 0 1 DENTON ; EgxAkbrB i ' Presumed to be Occupied +r owned by Roddy Family Owned by Others I DENTON Consideraciones Legates • Consideraciones legates para el gasto de fondos: 1. Declaracion de Emergencia 2. No Declaracion de Emergencia • Proposito Publico • Temporal (no de emergencia) • Permanente • No Discriminatorio / Tratamiento Igualitario DENTON Pro'ximos pasos • Recibir direccio'n del Consejo • Actualizacion y discusio"n en diciembre de 2019 - �7% —. DENTON Direction del Consejo • Con respecto de proveer aqua temporalmente is Con respecto de proveer aqua permanente • Con respecto a cualquier otro comentario y direccion DENTON City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 19-2759, Version: 1 Legislation Text AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on a request for a future Council Work Session to discuss whether to adopt additional regulations to the City's Gas Well Ordinance. City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton � City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM: Todd Hileman, City Manager DATE: November 12, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction on a request for a future Council Work Session to discuss whether to adopt additional regulations to the City's Gas Well Ordinance. BACKGROUND During the Pending Request for Information work session item at the October 22, 2019 City Council meeting, staff presented a request made by Council Member Armintor to have a future work session to discuss various items related to Gas Wells that were proposed by the Denton Drilling Awareness Group. The original request from Council Member Armintor as presented on October 22, 2019 was as follows: Request a future work session on gas well safety and possible gas well ordinance inclusions a. Requestor: Council Member Armintor b. Date Requested: September 29, 2019 c. Related Information: 2019-015 Gas Well Inspection Summary Report 2019-035 Active and Non -Active Gas Wells 2019-036 Gas Well Notification Disclosure Requirements 2019-098 Gas Transmission lines and Compressor Stations d. Requested Format for Response: Work Session Request Staff is seeking to clarify City Council direction that was given during the October 22, 2019 Pending Request work session. There were five sub -topics requested and it was not clear which areas had Council consensus to be included in the future work session. Staff is seeking consensus to include the following areas: 1. Request that notification is given to new and subsequent home buyers, and renters living within 500 feet of a well site Currently, the standard is to send notification to each surface property owners within 1,000 feet of the site when a Gas Well Development Site Plan application is filed. Gas well operators are also required to send written notice to all dwellings within 1,000 feet of the boundary of the site for activities that include drilling, completing or re -completing, plugging and abandonment, activity that requires removal of the wellhead, or seismic exploration not involving explosive charges. Section 35.16.7.E of the Denton Development Code outlines addition Gas Well Notification Disclosure requirements. The Code states that: A Plat that proposes single- or multi -family residential lots that will be within one thousand (1,000) feet of one (1) or more Drilling and Production Sites, except for those Drilling and Production Sites and their subsurface mineral interests which are eliminated through plugging and abandonment, the Developer shall be required to provide all of the following disclosure notifications to all lot purchasers: • A note shall be placed on the Plat identifying the Drilling and Production Site(s) and those proposed lots that are within one thousand (1,000) feet of the Drilling and Production Site(s). Said note shall also include a statement that advises lot purchasers of the existence of producing wells on the Drilling and Production Site(s), the possibility of new wells that may be drilled and fracture stimulated on the Drilling and Production Site(s), as well as the possibility that gas wells on the Drilling and Production Site(s) may be re - drilled and/or re-fracture stimulated in the future. • There shall be depicted on the Plat, and on a lot survey submitted as part of a building permit application, the location of the Drilling and Production Site(s) in relation to the lots that are within one thousand (1,000) feet of a Drilling and Production Site(s). • A provision shall be included in the Declaration of Restrictive Covenants that advises lot purchasers of the existence of producing wells on the Drilling and Production Site(s), the possibility that new wells may be drilled and fracture stimulated on the Drilling and Production Site(s), as well as the possibility that gas wells on the Drilling and Production Site(s) may be re -drilled and/or re-fracture stimulated in the future. • A Notice document that advises lot purchasers of the existence of producing wells on the Drilling and Production Site(s), the possibility that new wells may be drilled and fracture stimulated on the Drilling and Production Site(s), as well as the possibility that gas wells on the Drilling and Production Site(s) may be re -drilled and/or re-fracture stimulated in the future, shall be recorded with the Denton County Clerk's Office. • Also found on the Gas Well Inspections page of the City of Denton website is a tool created by staff and revised in spring 2018 called the Gas Well Locator Map which shows the location of all gas wells. Once inside the map, users can type in their address and choose a search radius to find out how many gas well sites are in the vicinity. The map also provides information on an individual -well basis, including operator info, permits issued, status of the well, and reports from inspections performed by the City and its contractor, Modern Geosciences. Reports from the contractor are formatted to include a cover letter with any action items noted, inspection results, photographic documentation, and a pad site map. This information has been, and will continue to be, publicized through various City publications and outreach materials. 2. Request that line compressor stations should be addressed in the Gas Well Ordinance • Line compressor stations and transmission pipelines are considered parts of the transportation system for natural gas. However, they are heavily regulated by the federal and state government to the point that there is very little, if anything, left for a city to regulate. . • The Railroad Commission (RRC) regulates and permits intra -state transmission pipelines and the federal government oversees inter -state transmission pipelines. The RRC provides the location of both intra -state and inter -state transmission lines on maps available online. Further, House Bill 40 prohibits the City from passing an ordinance to regulate such. House Bill 40 declares that the State has exclusive jurisdiction over "oil and gas operations" as that term is defined in the bill. Gas transmission pipelines, which contain line compressor stations along them to help push the gas down the line, are considered part of the definition of an "oil and gas operation", specifically because it involves the "transportation" of natural gas. House Bill 40 allows a City to adopt an ordinance to regulate activity related to an oil and gas operation if it satisfies a four-part test. However, the areas that a City ordinance may regulate include those that are mentioned in the statute, such as fire and emergency response, traffic, lights, or noise, or imposing reasonable setbacks, and other similar areas that are not part of the definition of an "oil and gas operation". 3. Request for continuous air monitoring within 500 feet of a well • Council discussed this at length as part of the 2015 Gas Well Ordinance amendment process. The cost to do so was cost prohibitive for the City. Plus, the cost likely cannot be pushed upon the gas well operators since the City's authority to do air quality monitoring under the Texas Clean Air Act does not contain a provision authorizing the city or TCEQ to charge operators for air monitoring. • Currently, high priority gas wells (63 total) are inspected twice per year; Moderate priority gas wells (118) are inspected once per year; and Low priority gas wells are inspected once every two years. • High priority fence line upwind and downwind sampling includes: a. Methane concentrations b. Radiation c. Hydrogen sulfide d. Total Volatile Organic Compounds e. Noise levels f. Particulate matter concentrations, PM2.5 and PM 10 • Moderate priority fence line upwind and downwind sampling includes: a. Methane concentrations b. Radiation c. Hydrogen sulfide d. Total Volatile Organic Compounds • Staff received a cost estimate in fall 2019 if the City would conduct continuous air monitoring. A monitoring system would need to be installed at each site for a cost ranging from $15,000 to $20,000 each. It is recommended to have two systems per padsite to understand and compare the data upwind and downwind. Some setup, monthly cellular fees, data management, calibration should also be expected to cost $5,000 to $10,000 annually. With 60 high priority pad sites, the cost could be $1.8 million for a single monitor at each pad site and could cost $3.6 million if the recommended two monitors were installed. If installing this many, there may be economies of scale in both infrastructure and annual costs for maintenance. 4. Request for implementation of soil testing • Soil testing is generally considered a remediation -related activity. The purpose of soil testing is to compare the conditions of the soil before an oil and gas operation commences drilling activities with those during operations and after a gas well is plugged and abandoned. Any oil and gas related pollutants present during operations or after plugging and abandonment are required to be remediated. • Remediation is included in the definition of "oil and gas operation" under HB 40. Thus, is it preempted. 5. Request to have Dr. Hildebrandt present to Council • Per the TCEQ, it does not consider air quality studies performed in other states or studies that TCEQ does not participate in. The TCEQ's Air Quality Division has not had any dealings with Dr. Hildebrandt or his studies, and there are currently no plans to do so. EXHIRITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Presentation Exhibit 3 — House Bill 40 Respectfully submitted: Stuart Birdseye Assistant to the City Manager Clarification of Colt X • Y�I _ ;:f, f rec ion or u ur or e I Nl� 4! Wk S ession "u -.4 L. MIA u c� - -_ .a We I I:f� it Council Meeting.". emb r 12,, 201 14A 41 _:4e 1-7 Background • During the Pending Request for Information work session item at the October 22, 2019 City Council meeting, staff presented a request made by Council Member Armintor to have a future work session to discuss various items related to Gas Wells. • Staff is seeking clarification on which items to include in the future work session on the topic. L3Legistar ID: 19-2759 '` T ° '' _-i iii;'' #=f'•�-"'�°"'"` t 2 of 9 October 22, 2019 Request from Council Member Armintor (As Presented) • Request a future work session on gas well safety and possible gas well ordinance inclusions • Requestor: Council Member Armintor • Date Requested: September 29, 2019 • Related Information: • 2019-015 Gas Well Inspection Summary Report • 2019-035 Active and Non -Active Gas Wells • 2019-036 Gas Well Notification Disclosure Requirements • 2019-098 Gas Transmission lines and Compressor Stations • Requested Format for Response: Work Session Request Legistar ID: 19-2759 '` T ° '' _-i iii;'' #=f'•�-"'�°"'"` t 3 of 9 Discussion • Clarification of Direction on Previous Gas Well Request • Staff is seeking consensus to include the following areas in a future work session: • Request that notification is given to new and subsequent home buyers, and renters living within 500 feet of a well site. • Request that line com pressor stations should be addressed in the Gas Wel Ordinance. • Request for continuous air monitoring within 500 feet of a well • Request for implementation of soil testing. • Request to have Dr. Hildebrandt or other air quality expert present to Council. 1"I ....... ...... ... . . . . . . . . .... ..... Legistar ID: 19-2759 ;;_ .k' *- ON ROW,. 4 of 9 Item 1m. Request that notification is given to new and subsequent home buyers, and renters living within 500 feet of a well site. • Current Standarc Notifications to be sent to owners within 1,000 feet of the site for certain activities. • Current Standards: Four types of disclosure required for plats that propose single or multi -family residential lots within 1,000 feet of drilling or production sites. • Current Standards: Information is provided to the public on the Gas Well Inspections page of the City of Denton website. • Does the City Council want this topic to be included in the future work session? • _� .r � � o•'� 411 ��-�.� �� �'`•} = � ��?• J�� =�.��F Legistar ID: 19-2759 ;; 5 of 9 Item 2m. Request that line compressor stations should be addressed in the Gas Well Ordinance. • Current Practic( None • Line compressor stations are heavily regulated by the federal and state government, both as to construction and ongoing operations. • The Railroad Commission provides the location of both intrastate and interstate transmission lines on maps available online. • City Attorney's Opinion: An ordinance to regulate line compressor stations would violate House Bill 40. is Does the City Council want this topic to be included in the future work session? Legistar ID: 19-2759 ,�'k' 'w.,?` r�} -1 ,��r"'� =� 6 of 9 Item 3n. Request for continuous air monitoring within 500 feet of a well. • Current Practice: • High Priority (63) are inspected twice per year. • Moderate Priority (118) are inspected once per year. • Low Priority (107) are inspected once every two years. • Air Monitoring Systems are $15,000 to $20,000 each plus installation. • Recommended to have two systems per padsite, upwind and downwind. • Estimated Cost: $1.8 million for a single monitor at each high-priority padsite(63 sites) or $3.6 million if the recommended two monitors were installed. • The City nor TCEQ cannot pass the cost onto the operators. • Does the City Council want this topic to be included in the future work session? 1 elk: I -MW-IF- " • _� .r � � o•'� 411 ��-�.� �� �'`•} = � ��?• J�� =�.��F Legistar ID: 19-2759 7 of 9 Item 4m. Request for implementation of soil testing. • Current Practice: None • City Attorney's Opinion: Soil testing falls under remediation activities. Remediation is included in the definition of ""oil and gas operation" under HB 40 and is preempted. • Does the City Council want this topic to be included in the future work session? W ,P WTM . ....... ...... . . . . . . . . . . . + y ': Legistar ID: 19-2759 ;; .k *-':;`s� '=f..,"'�`+`- t 8 of 9 Item Sm. Request to have Dr. Hildebrandt present to Council. • Per the TCEQ, it does not consider air quality studies performed in other states or studies that TCEQ does not participate in. • The TCEQ"s Air Quality Division has not had any dealings with Dr. Hildebrandt or his studies, and there are currently no plans to do SON • Does the City Council want this topic to be included in the future work session? Legistar ID: 19-2759 ;; k *- O W = ` F�1 ,��r"'�=�'''�`.�`- t 9 of 9 1 AN ACT H.B. No. 40 2 relating to the exclusive jurisdiction of this state to regulate 3 oil and gas operations in this state and the express preemption of 4 local regulation of those operations. 5 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: 6 SECTION 1. The legislature finds that the laws and policy of 7 this state have fostered successful development of oil and gas 8 resources in concert with the growth of healthy and economically 9 vibrant communities for over 100 years. The legislature 10 acknowledges this cooperative progress and that mutual benefit is 11 derived from the statutes already in effect, which provide 12 effective and environmentally sound regulation of oil and gas 13 operations that is so comprehensive and pervasive that the 14 regulation occupies the field, while facilitating the overriding 15 policy objective of this state of fully and effectively exploiting 16 oil and gas resources while protecting the environment and the 17 public's health and safety. The legislature recognizes that in 18 order to continue this prosperity and the efficient management of a 19 key industry in this state, it is in the interest of this state to 20 explicitly confirm the authority to regulate oil and gas operations 21 in this state. The legislature intends that this Act expressly 22 preempt the regulation of oil and gas operations by municipalities 23 and other political subdivisions, which is impliedly preempted by 24 the statutes already in effect. 11 H.B. No. 40 1 SECTION 2. Subchapter C, Chapter 81, Natural Resources 2 Code, is amended by adding Section 81.0523 to read as follows: 3 Sec. 81.0523. EXCLUSIVE JURISDICTION AND EXPRESS 4 PREEMPTION. (a) In this section: 5 (1) "Commercially reasonable" means a condition that 6 would allow a reasonably prudent operator to fully, effectively, 7 and economically exploit, develop, produce, process, and transport 8 oil and gas, as determined based on the objective standard of a 9 reasonably prudent operator and not on an individualized assessment 10 of an actual operator's capacity to act. 11 (2) "Oil and gas operation" means an activity 12 associated with the exploration, development, production, 13 processing, and transportation of oil and gas, including drilling, 14 hydraulic fracture stimulation, completion, maintenance, 15 reworking, recompletion, disposal, plugging and abandonment, 16 secondary and tertiary recovery, and remediation activities. 17 (b) An oil and gas operation is subject to the exclusive 18 jurisdiction of this state. Except as provided by Subsection (c) , a 19 municipality or other political subdivision may not enact or 20 enforce an ordinance or other measure, or an amendment or revision 21 of an ordinance or other measure, that bans, limits, or otherwise 22 regulates an oil and gas operation within the boundaries or 23 extraterritorial jurisdiction of the municipality or political 24 subdivision. 25 (c) The authority of a municipality or other political 26 subdivision to regulate an oil and gas operation is expressly 27 preempted, except that a municipality may enact, amend, or enforce M H.B. No. 40 1 an ordinance or other measure that: 2 (1) regulates only aboveground activity related to an 3 oil and gas operation that occurs at or above the surface of the 4 ground, including a regulation governing fire and emergency 5 response, traffic, lights, or noise, or imposing notice or 6 reasonable setback requirements; 7 (2) is commercially reasonable; 8 (3) does not effectively prohibit an oil and gas 9 operation conducted by a reasonably prudent operator; and 10 (4) is not otherwise preempted by state or federal 11 law. 12 (d) An ordinance or other measure is considered prima facie 13 to be commercially reasonable if the ordinance or other measure has 14 been in effect for at least five years and has allowed the oil and 15 gas operations at issue to continue during that period. 16 SECTION 3. This Act takes effect immediately if it receives 17 a vote of two-thirds of all the members elected to each house, as 18 provided by Section 39, Article III, Texas Constitution. If this 19 Act does not receive the vote necessary for immediate effect, this 20 Act takes effect September 1, 2015. 3 H.B. No. 40 President of the Senate Speaker of the House I certify that H.B. No. 40 was passed by the House on April 20, 2015, by the following vote: Yeas 125, Nays 20, 1 present, not voting. Chief Clerk of the House I certify that H.B. No. 40 was passed by the Senate on May 4, 2015, by the following vote: Yeas 24, Nays 7. APPROVED: Date Governor m Secretary of the Senate City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 19-2210, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Citizen Police Review Boards City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton --� City Hall 11,1114TO215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office ACM: Sara Hensley DATE: November 12, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Citizen Police Review Boards 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 November 5, 2019 work session: 1. Citizen Police Review Boards a. Request for an Informal Staff Report with information about how other cities in the area conduct citizen police review boards. • Staff anticipates this request to take 20 hours to develop this report. Staff will need to research whether the City's charter requires that this board would need to be created through meet and confer, whether staff positions would be required to support the panel, and discuss the operations in-depth with Dallas, Fort Worth, and other large cities. b. Requestor: Council Member Armintor c. Date Requested: September 25, 2019 d. Related Information: None e. Requested Format for Response: Informal Staff Report taking more than 2 hours EXHIBITS Exhibit I — Agenda Information Sheet Exhibit 2 — Presentation Respectfully submitted: Stuart Birdseye Assistant to the City Manager �ityJCou _ . �� uests f L. V lb or orma tidK77: Cit Council Meeting"". emb 12, 201 %4A 41 7-i IL �ityJCou _ . �� uests f L. V lb or orma tidK77: Cit Council Meeting"". emb 12, 201 %4A 41 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 ➢Ti me -Sensitivity: Indicate expectations for response time ➢Preferred Format: Informal Staff Report, Legal Status Report, Work Session, Email, Friday Report, Meeting with Staff L3V Legistar ID: 2019-2210 '`J T '�`�} -`"''�"'� "''"- t 2 of 4 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 then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request is Staff will respond to all requests where a consensus of Council is established I" Legistar ID: 2019-2210 '`J T '�`�} -`"''�"'� "� 3 of 4 Item 1 • Citizen Police Review Boards • Request for an Informal Staff Report with information about how other cities in the area conduct citizen police review boards. • Staff anticipates this request to take 20 hours to develop this report. Staff will need to research whether the City's charter requires that this board would need to be created through meet and confer, whether staff positions would be required to support the panel, and discuss the operations in-depth with Dallas, Fort Worth, and other large cities. • Requestor: Council Member Armintor • Date Requested: September 25, 2019 • Related Information: None • Requested Format for Response: Informal Staff Report taking more than 2 hou rs I" Legistar ID: 2019-2210 4 of 4 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2694, Version: 1 AGENDA CAPTION Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters related to a Power Purchase Agreement between the City of Denton, as the seller of power and electric energy services, and Texas Woman's University, as a buyer of power and electric energy services; discuss, deliberate, and provide direction to staff regarding the same. Consultation with the City's attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2621, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, approving a City co-sponsorship in an amount not to exceed $3,748 of in-kind services and resources for the Downtown Denton Turkey Trot and Kids' Gobble Wobble, which will be held on Thursday, November 28, 2019, from 7:00 a.m. to 11:00 p.m., at the McKinney Street parking lot; and providing an effective date. City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton City Hall 4111,140_� 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: Sara Hensley, Assistant City Manager DATE: November 12, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, approving a City co-sponsorship in an amount not to exceed $3,748 of in-kind services and resources for the Downtown Denton Turkey Trot and Kids' Gobble Wobble, which will be held on Thursday, November 28, 2019, from 7:00 a.m. to 11:00 p.m., at the McKinney Street parking lot; and providing an effective date. BACKGROUND The Downtown Denton Turkey Trot Run/Walk and Kids' Gobble Wobble is organized by the Denton Area Running Club, a non-profit 501(c)(3) organization that promotes health and wellness through running. This Thanksgiving Day event is held downtown in the McKinney Street parking lot with the start and finish lines on McKinney Street in front of Denton Civic Center. The Kids' Gobble Wobble is a run/walk around the Square and begins at 8:30 a.m. The Turkey Trot is a 5k run/walk through TWU and around the Square and begins at 9:00 a.m. This run/walk event benefits the Denton Community Food Center. Event organizers anticipate 2,500 in attendance. The Denton Area Running Club is requesting the City of Denton participate as a sponsor for in-kind services and resources for security, Fire/EMS, permits, and use of the McKinney Street parking lot. In exchange for the support, the City of Denton will be considered an event co-sponsor at a level equal to the combined value of in-kind services and fees waived. RECOMMENDATION Staff recommends approval. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On November 13, 2018, City Council authorized a co-sponsorship not to exceed $5,060 under ordinance 18-1912. FISCAL INFORMATION The following table represents the value of in-kind services, resources, personnel expenses, and fees waived not to exceed $3,748. Fees Waived I Values Based on Schedule of Fees $600 Based on the Fire Department ambulance and paramedic fees $150 Based on the Fire Department permit inspector fee $200 Based on the Fire Department Carnivals and Fairs Permit fee $30 Based on the Special Event Permit fee. $50 Based on the E. McKinney Street parking lot rental fee Personnel Expenses I Estimate Based on FYI 8-19 Actuals $2,609 Police Officers Including this event, the City Council will have authorized a total of $7,678 in co-sponsorship support for three community events in the current fiscal year. A provision added to the Co-sponsorship Letter alerts event organizers of their responsibility for damages caused to City property, beyond normal wear and tear, during the hosting of their events. All co - sponsorships where City facilities or services are requested for free or at a reduced rate require City Council approval. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance Exhibit 3 Co-sponsorship Approval Letter Respectfully submitted: Gary Packan Parks and Recreation Director Prepared by: Jennifer Eusse Special Event Supervisor s:\legal\our documents\ordinances\19\ordinance turkey trot.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, APPROVING A CITY CO-SPONSORSHIP IN AN AMOUNT NOT TO EXCEED $3,748 OF IN-KIND SERVICES AND RESOURCES FOR THE DOWNTOWN DENTON TURKEY TROT AND KIDS' GOBBLE WOBBLE, WHICH WILL BE HELD ON THURSDAY, NOVEMBER 28, 2019, FROM 7:00 A.M. TO 11:00 P.M., AT THE MCKINNEY STREET PARKING LOT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Denton Areas Running Club is requesting the City Council of the City of Denton to participate as a co-sponsor for in-kind services and resources for the Downtown Denton Turkey Trot and Kids' Gobble Wobble ("the Event"), which will be held on Thursday, November 28, 2019, from 7:00 a.m. to 11:00 p.m., at the McKinney Street parking lot; and WHEREAS, for the Downtown Denton Turkey Trot and Kids' Gobble Wobble last year on November 13, 2018, City Council authorized a co-sponsorship not to exceed $5,060 under ordinance 18-1912; and WHEREAS, the purpose of the Downtown Denton Turkey Trot and Kids' Gobble Wobble is to promote health and wellness through running and benefit the Denton Community Food Center; and WHEREAS, the City of Denton will co-sponsor up to $3,748 of in-kind services and resources for the Event, which will include security, Fire/EMS, permits, and use of the McKinney Street parking lot; and WHEREAS, in exchange for support, the City of Denton will be considered an event co- sponsor of the Downtown Denton Turkey Trot and Kids' Gobble Wobble at a co-sponsorship level equal to the total value of the co-sponsorship provided herein; and WHEREAS, the City Council of the City of Denton finds that it is in the public's interest and benefit to the citizens of the City of Denton to participate as a co-sponsor at a level not to exceed $3,748 of in-kind services and resources for the Event which will be held on Thursday, November 28, 2019, from 7:00 a.m. to 11:00 p.m., at the McKinney Street parking lot; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council of the City of Denton finds that it is in the public's interest and benefit to the citizens of the City of Denton to participate as a co-sponsor at a level not to exceed $3,748 for in-kind include security, Fire/EMS, permits, and use of the McKinney Street parking lot, which will be held on Thursday, November 28, 2019, from 7:00 a.m. to 11:00 p.m., at the McKinney Street parking lot and that said participation as a co-sponsor is hereby approved. SECTION 2. This Ordinance shall be effective immediately upon its passage and approval. The motion to approve this Ordinance was made by seconded by the following vote [_ - I : Mayor Chris Watts: 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: and This Ordinance was passed and approved by Aye Nay Abstain Absent 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: pfHTON AREA e¢eetee uee July 30, 2019 Jennifer Eusse City of Denton Special Events 321 E. McKinney Denton, TX 76205 Dear Jennifer: I am contacting you on behalf of the Denton Area Running Club (DARC) regarding a unique in kind sponsorship opportunity for the City of Denton. On November 28, 2019 the Denton Area Running Club, a 501(c)(3) nonprofit organization, will be hosting the 5th Annual Downtown Denton Turkey Trot Over the past 4 years the Downtown Denton Turkey Trot and Kids' Gobble Wobble attracted over 2200 registrants annually. The U.S.A. Track and Field Certified Course, showcases Downtown Denton and TWU to the participants of whom two thirds are from outside of Denton. The Denton Area Running Club, is an organization with the goal of promoting health and wellness through running and runner/pedestrian safety, throughout Denton and beyond. Over the past for 4 years the DARC has donated over $55,700 to local events and organizations including nearly $40,000 to the Downtown Denton Turkey Trot's beneficiary the Denton Community Food Center. DARC has also partnered with the City of Denton on multiple occasions including sponsoring this year's Liberty Run. DARC has also partnered with City of Denton Animal Shelter and created the DARC Dog Runner program. The over 50 specially trained DARC members are permitted to take shelter dogs in North Lakes Park for exercise and introduce them to community members. The Denton Area Running Club is requesting in kind support services and resources, and waiving associated operations fees. This includes police support, Fire/EMS, parking lot rental fee, and any other required permits. I would be happy to provide further information or answer any questions that you or the City Council may require. Thank you for your consideration. Very Respectfully, Tony Roman President, Denton Area Running Club Race Director, Downtown Denton Turkey Trot (734)945-2734 dentonarearc@gmail. P.O. Box 2591 Denton, A 76202 Dentonkeahn ni ngCl ub.org PERSONNEL EXPENSES One ambulance and two 4.00 paramedics Permit Inpsector Total PD Hours 45.00 ADDITIONAL FEES E. McKinney Stre $50.00 Carnival -Fair Permit Special Event Permit Total City Co -sr $3,639 $150.00 $600.00 $150.00 $150.00 $750.00 $2,608.55 $2,608.55 $50.00 $200.00 $200.00 $30.00 $30.00 $280.00 CITY OF DENTON September 24, 2019 Tony Roman President Denton Area Running Club Dear Mr. Roman: City of Denton Parks and Recreation Department 601 E. Hickory St., Suite B, Denton, TX 76201 • (940) 349-7275 We received your co-sponsorship request for $3,748 of in-kind services and resources from the City of Denton for the Downtown Denton Turkey Trot and Kids' Gobble Wobble which will be held on Thursday, November 28, 2019, from 7:00 a.m. to 11:00 p.m., at the McKinney Street parking lot. Prior to your request being submitted to Council for approval, we ask that you agree to the below conditions. If approved by Council, receipt of said in-kind services and resources are conditioned upon your compliance with the conditions set forth below. The City of Denton is proud to be a co-sponsor in of support to the event as outlined below. As part of the approval process, City Council may request to see a report of revenues and expenses for the 2019 Downtown Denton Turkey Trot and Kids' Gobble Wobble included in future requests. The following is a summary of in-kind support and the co-sponsorship role assumed by the City of Denton and the Denton Area Running Club. City of Denton Fire, Police, Economic Development, and Parks and Recreation Departments: Fees Waived I Values Based on Schedule of Fees $600 Based on the Fire Department ambulance and paramedic fees $150 Based on the Fire Department permit inspector fee $200 Based on the Fire Department Carnivals and Fairs Permit fee $30 Based on the Special Event Permit fee. OUR CORE VALUES Integrity • Fiscal Responsibility • Transparency • Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 $50 Based on the E. McKinney Street parking lot rental fee Personnel Expenses I Estimate Based on FY18-19 Actuals $2,609 Police Officers In consideration of the above support, the Denton Area Running Club (hereby after also referred to as "Event organizers') agrees to the following conditions: 1. Event organizers will provide all planning, management, and organization for the event. 2. Event organizers will submit a completed Special Event Permit Application with a layout of the vendor locations, public safety plan, site map, litter, recycling agreement, and schedule of events to the City's Special Events Supervisor prior to the event. 3. Event organizers are responsible for securing all permits, licenses, insurance, and approvals necessary to host the event as stated in permit applications. The Special Events Supervisor will provide information to help facilitate these processes if needed. 4. Event organizers assume all liability whatsoever in connection with the Downtown Denton Turkey Trot and Kids' Gobble Wobble, including but not limited to any damages to City property, whatever the cause, while hosting this event, and agrees to reimburse the City for reparations within thirty (30) calendar days of receipt of a notice/invoice. 5. Event organizers will charge and collect all park vendor fees consistent with the City of Denton Parks and Recreation Schedule of Fees Ordinance and remit these fees within five working days after the event. 6. Event organizers and vendors are responsible for their own set-up and take-down, including tents, lighting, etc., before and after the event. The City will not provide labor for vendors. 7. The City of Denton will be recognized as a co-sponsor at the appropriate level in promotional and advertising materials. Use of the City logo must be submitted to the Special Events Supervisor for approval from the Parks and Recreation Department. 2 The City of Denton is excited about the Downto« n Denton I urkev Prot and Kids' Gobble Wobble and its continued success. Sincerely, Jennifer Eusse, Special Events Supervisor I hereby state that I am a duly authorized representative Mth the power to agree to the foregoing conditions required for a City of Denton co-sponsorship and hereby do agree to the conditions. .rQ�Gdi� %�dyrtC�.rL Tony Rom , President Denton Area Running Club THIS AGREEMENT WAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational ob4iga ' ns a94 business terms. T' le W- A � 5 6% Departmer� Date Sianed: /c7//Jf���' 10/21/2019 Date City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiiwlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2673, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, approving a City sponsorship of in-kind services and resources in an amount not to exceed $1,000 for the Denton Fire Traditions Calendar Fundraiser on Saturday, November 16, 2019; and providing an effective date. City of Denton Page 1 of 1 Printed on 11/7/2019 powered by LegistarTM City of Denton City Hall 4%"A�M_215 E. McKinney St. DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Fire CM: Todd Hileman DATE: November 12, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, approving a City sponsorship of in-kind services and resources in an amount not to exceed $1,000 for the Denton Fire Traditions Calendar Fundraiser on Saturday, November 16, 2019; and providing an effective date. BACKGROUND Denton Fire Traditions, a nonprofit 501(c) 3 organization supports the Denton Fire Department by organizing and funding the Denton Firefighters Banquet held in January of each year. The banquet is focused on honoring and recognizing employees of the Denton Fire Department for their heroic acts, community service, longevity, promotions, retirements, and introduction of new employees. The banquet is for all firefighters, their families, and special guests. Denton Fire Traditions is requesting the use of department apparatuses and equipment to appear in photographs alongside community business leaders for a first time calendar fundraiser to benefit the annual awards banquet. This new fundraiser is proposed for Saturday, November 16, 2019 and expects to raise approximately $19,000.00 for the annual awards banquet. In exchange for the support the City of Denton will be considered to be an event sponsor of the event at a sponsorship level equal to the value of the in- kind service tendered. RECOMMENDATION Staff recommends approval. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 28, 2018 was brought to council for approval under Ordinance 2018-1349 and approved. FISCAL INFORMATION If approved, the City will provide in-kind services and resources in an amount not to exceed $1,000 to provide the use of department apparatuses or personnel to appear in the Denton Fire Traditions Calendar Fundraiser on Saturday, November 16, 2019. Requests where City facilities, services, or resources are requested for free or at a reduced rate require City Council approval. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance Exhibit 3 Letter of Request Respectfully submitted: Kenneth Hedges Fire Department, Fire Chief Prepared by: Dinora Velasquez Project Controls Specialist SAFire\Council ItemsTY 19-20\October\Exhibit 2 Ordinance.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A CITY SPONSORSHIP OF IN-KIND SERVICES AND RESOURCES IN AN AMOUNT NOT TO EXCEED $1,000 FOR THE DENTON FIRE TRADITIONS CALENDAR FUNDRAISER ON SATURDAY, NOVEMBER 16,2019; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Denton Fire Traditions is requesting the City of Denton to participate as a sponsor, at a level not to exceed $1,000 of in-kind services and resources, providing fire apparatuses, personnel and equipment, for the Denton Traditions Calendar Fundraiser ("the event"), being held on Saturday, November 16, 2019 to raise financial support for the upcoming Denton Firefighters Banquet; and WHEREAS, in exchange for in-kind services and resources, the City of Denton will be considered an event sponsor of the Denton Fire Traditions Calendar Fundraiser at a sponsorship level equal to the total value of the sponsorship provided herein; and WHEREAS, the City Council finds that it is in the public interest and benefit to the citizens of the City of Denton to participate as a sponsor of in-kind services and resources, providing fire apparatuses and equipment, at a level not to exceed $1,000, for the event; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council finds that it is in the public interest and benefit to citizens of the City of Denton to participate as a sponsor of in-kind services and resources for the event, at a level not to exceed $1,000, waiving fees for the use of fire apparatuses, personnel and equipment, and said participation as a sponsor is hereby approved. 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 - ] Page 1 of 2 SAFire\Council ItemsTY 19-20\October\Exhibit 2 Ordinance.docx 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. ATTEST: ROSA RIOS, CITY SECRETARY mm APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: /s/Jerry E. Drake, Jr. CHRIS WATTS, MAYOR Page 2 of 2 September 20, 2019 Chief Hedges, I am writing on behalf of Denton Fire Traditions, a separate 501 (c) 3 non-profit entity that raises money to support the annual Denton Fire Department Awards banquet. The non-profit was founded in 2016 to fund the department's annual banquet, an event in which members of the Denton Fire Department are recognized for their heroic acts, community service, longevity, promotions, retirements and introduction of new employees. This night culminates with the honoring firefighter of the year. Denton Fire Traditions board members are dedicated to making a memorable evening for all firefighters, their families, and special guests. The banquet is funded through event ticket sales purchased by employees and their families who attend the event, and the remaining funds are raised through donations from community businesses and fundraising events. The proposed fundraiser to support the 2020 banquet is a calendar featuring community business leaders alongside Denton Fire Department apparatuses. The intention is to approach business leaders and corporations within the City of Denton to sell calendar space for $1,000.00 per featured business. In turn, the business or corporation would be featured by month in the calendar alongside a Denton Fire Department apparatus from the district in which they reside. The calendars would be available for purchase by Denton Fire Traditions to the general public. In addition to raising funds, the board sees this as an excellent opportunity to build new and positive relationships within the community. In order to move forward with this fundraiser, Denton Fire Traditions respectfully requests permission to allow City of Denton Fire Department apparatuses/personnel to be photographed for the calendar. All final photographs will be subject to your review and approval before published in the calendar, and will not be used for any other purpose. On behalf of Denton Fire Traditions, we thank you for consideration of this request. Sincerely, Jared Hornback, President Denton Fire Traditions Denton Fire Traditions 332 E. Hickory Denton, TX 76201 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2680, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to utilize a contract through Tarrant County, Bid Number 2019-064, for the repair, replacement, and the installation of new Guard Fence (guardrails); providing for expenditures of funds therefor; and providing an effective date (File 7176 - awarded to Vann/Elli, Inc., in the two (2) year not -to - exceed amount of $100,000). City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton City Hall 11"'t"Woms,215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: November 12, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to utilize a contract through Tarrant County, Bid Number 2019-064, for the repair, replacement, and the installation of new Guard Fence (guardrails); providing for expenditures of funds therefor; and providing an effective date (File 7176 — awarded to Vann/Elli, Inc., in the two (2) year not -to -exceed amount of $100,000). INFORMATION/BACKGROUND The Street Department will use this service contract for the repair and replacement of a Guard Fence. This contract includes providing a complete turnkey job for Guard Fence, which includes the replacement of all guard rail fence components and installation of the new Guard Fence on an as -needed basis. Chapter 271.102 of the Local Government Code authorizes local governments to participate in a cooperative purchasing program with another local government or local cooperative organization. In lieu of competitive bidding, items and services may be purchased through such agreements as the agreements have already been bid by the sponsoring entity or agency. By doing this as a cooperative effort, the combined purchasing usage of these entities was utilized to realize competitive pricing and reduced administrative costs of individual bidding. Pricing obtained through Tarrant County agreement, Bid # 2019-064, began 4/30/2019 for a twelve (12) month term, with two (2) optional twelve (12) months renewals. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On June 16, 1998, Council approved the interlocal agreement with Tarrant County (Ordinance 98-836). RECOMMENDATION Award a contract with Vann/Elli, Inc. for the repair, replacement, and installation of a new Guard Fence, in the not -to -exceed amount of $100,000. PRINCIPAL PLACE OF BUSINESS Vann/Elli, Inc. Joshua, TX ESTIMATED SCHEDULE OF PROJECT This is a two (2) year contract. FISCAL INFORMATION These items and services will be funded from the Street Improvement Fund account 285801.6516. The budget amount for this item is $100,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Sheet Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Ethan Cox, 940-349-7421. Legal point of contact: Mack Reinwand at 940-349-8333. RFB 2019-064 ANNUAL CONTRACT FOR INSTALLATION AND REMOVAL OF GUARD FENCE Primary NOTE: The Bid received from Concord Commercial Services, Inc. was deemed non-responsive for failure to submit signed Addendum I, as required. Vann/Elli, Inc. Joshua, TX HUB: No COOP: Yes NO. DESCRIPTION EST. QTY. UNIT PRICE EXTENDED PRICE SECTION I: INSTALLATION A. Install Metal W -Beam Guard Fence, 31 in., 12 Gauge, Timber Post. 1,500 $24.00 $36,000.00 B. Install Metal Beam Guard Fence Transition, Low Speed Transition. 6 $800.00 $4,800.00 C. Install Metal Beam Guard Fence Transition, Three -Beam Transition. 6 $1,800.00 $10,800.00 D. Install Metal Beam Guard Fence Transition, 31 in., Low Speed Transition 4 $800.00 $3,200.00 E. Install Metal Beam Guard Fence Transition, 31 in., Three Beam Transition 4 $1,800.00 $7,200.00 F. Install Metal W -Beam Guard Fence, Short Radius, 31 in. 150 $30.00 $4,500.00 G. I Install Single Guardrail Terminal, 31 in. 1 10 1 $3,000.001 $30,000.00 H. Install Metal Beam Guard Fence, Long Span System. 400 $24.00 $9,600.00 I. lInstall Low Fill Culvert Post, 31 in. 1 5 1 $500.001 $2,500.00 TOTAL SECTION 1 $108,600.00 NOTE: The Bid received from Concord Commercial Services, Inc. was deemed non-responsive for failure to submit signed Addendum I, as required. RFB 2019-064 ANNUAL CONTRACT FOR INSTALLATION AND REMOVAL OF GUARD FENCE Primary Vann/Elli, Inc. Joshua, TX HUB: No COOP: Yes NO. DESCRIPTION EST. QTY. UNIT PRICE EXTENDED PRICE SECTION II: REPAIR/SERVICE A. Repair Single Guardrail Terminal, 28 in. 1 1 1 $1,500.001 $1,500.00 B. Repair Single Guardrail Terminal, 31 in. 1 1 1 $1,500.001 $1,500.00 C. jAdjust Metal Beam Guard fence. 1 200 1 $15.001 $3,000.00 D. Install Metal W -Beam Guard Fence, 28 in., 12 Gauge, Timber Post. 500 $24.00 $12,000.00 E. Install Metal W -Beam Guard Fence, Short Radius, 28 in. 400 $30.00 $12,000.00 F. I Install Driveway Terminal Section. 1 5 1 $900.00 $4,500.00 G. I Install Single Guardrail Terminal, 28 in. 1 20 1 $3,000.00 $60,000.00 H. Install Low Fill Culvert Post, 28 in. 1 10 1 $500.00 $5,000.00 TOTAL SECTION II $99,500.00 RFB 2019-064 ANNUAL CONTRACT FOR INSTALLATION AND REMOVAL OF GUARD FENCE Primary Vann/Elli, Inc. Joshua, TX HUB: No COOP: Yes NO. DESCRIPTION EST. QTY. UNIT PRICE EXTENDED PRICE SECTION III: REMOVAL A. Remove Metal Beam Guard Fence and Post 1 400 1 $5.001 $2,000.00 B. Remove Terminal Anchor Section 1 4 1 $200.001 $800.00 TOTAL SECTION III TOTAL SECTIONS I, II, III $2,800.00 $210,900.00 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO UTILIZE A CONTRACT THROUGH TARRANT COUNTY, BID NUMBER 2019-064, FOR THE REPAIR, REPLACEMENT, AND THE INSTALLATION OF NEW GUARD FENCE (GUARDRAILS); PROVIDING FOR EXPENDITURES OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7176 — AWARDED TO VANN/ELLI, INC., IN THE TWO (2) YEAR NOT -TO -EXCEED AMOUNT OF $100,000). WHEREAS, pursuant to Contract 2019-064, Tarrant County has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Tarrant County contract at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the "File Number" referenced herein and on file in the office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 7176 Vann/Elli, Inc. $100,000 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to Tarrant County for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with Tarrant County and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by Tarrant County, the City Manager, or his designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to Tarrant County, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote r 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 am. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY:iLe Z✓ City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2681, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the TXMAS Cooperative Purchasing Network Contract Number TXMAS-I8-OOCORP12 for managing live online vehicle and equipment auctions for disposal of City of Denton fleet assets and Police Department impound vehicles; providing for the expenditure of funds therefor; and providing an effective date (File 7212 - awarded to IronPlanet Inc. dba GovPlanet, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year). City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton City Hall 11"'t"Woms,215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: November 12, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the TXMAS Cooperative Purchasing Network Contract Number TXMAS-I8-OOCORP12 for managing live online vehicle and equipment auctions for disposal of City of Denton fleet assets and Police Department impound vehicles; providing for the expenditure of funds therefor; and providing an effective date (File 7212 - awarded to IronPlanet Inc. dba GovPlanet, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year). INFORMATION /BACKGROUND This item is for contracted online vehicle and equipment auction services through IronPlanet, Inc. dba GovPlanet, for the disposal of City fleet assets that have reached the end of their useable lifecycle. The City sells approximately 100 fleet assets annually with proceeds going back to the general fund and utility department replacement funds, respective of vehicle ownership. The current process requires considerable staff time to photograph and describe every auction unit, schedule and show them to potential bidders, process paperwork, and serve successful buyers and the end of each auction. Vehicles wait in a queue until staff can process them for the next auction. IronPlanet, Inc. dba GovPlanet offers a turnkey solution for an ongoing auction process with minimal involvement from City employees. The tailorable solution has a robust reporting capability for management of asset disposal through weekly live online auctions to a global audience of 2.4 million registered buyers. The fee structure for this service is 6.5% of net proceeds (1% less than the current provider charges). Timely disposal of vehicles and equipment results in increased auction proceeds and frees valuable parking/storage space. Pricing obtained through the TXMAS Cooperative Purchasing Network TXMAS- 18-OOCORP 12 has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. RECOMMENDATION Award a contract with IronPlanet, Inc. dba GovPlanet, for managing live online vehicle and equipment auctions for disposal of City of Denton fleet assets and Police Department impound vehicles, in the one (1) year, with the option for two (2) additional one (1) year renewals, in the total three (3) years. PRINCIPAL PLACE OF BUSINESS IronPlanet, Inc. dba GovPlanet Ft Worth, Texas ESTIMATED SCHEDULE OF PROJECT The term of the contract will be for one (1) year, with two (2) additional one (1) year renewals. FISCAL INFORMATION The contracted auction service will be funded through sale proceeds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: TXMAS Contract Details Exhibit 3: Ordinance 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. MI PLANET' CONTRACT AWARD Entity State of Texas, Texas Comptroller of Public Accounts (CPA), Texas Multiple Award Schedule (TXMAS) Contract No.: TXMAS-I8-OOCORP12 Term: 5 years (8/31/18 — 8/30/2023) Contracted rates/fees: AuctionDescription Items sold online, from the agenc(s location - Full Service Online, Onsite (Sold cnline from the Agency's location) Includes all value-added services 6"596 (inspections, marketing, inside sales, invoicing, collection and payment of proceeds) Items sold online, but IronPlanet is required to transport and store items away from agency's site. Full Service Online, Offsite Includes all value-added se -vices 11-5% (Sold c=fsite a: an I-onPlaiet locaticn) (inspections, marketirg, ins"ce sales, invoicing, collection aid oayrren: of proceeds) and :ransportation aid storage costs. Ti -s aciction channel is dedicated to correctiig governmert sellers vii -.h our Do It Yourself global buye- base through a so Ltion that 1.5% (Software as a Service) allows :hem to persona ly manage tie sale of their items in a tirred action format. TXSmartBuy: http://www.txsmartbuy.com/ All sales shall be submitted through the Texas SmartBuy site: o State agencies must use the TSB Shopping Cart. o All purchasing containing a quote line are reviewed for compliance by a contract manager and subject to post audit review. o Wish list — Contractor may create a Wish Lists for Texas SmartBuy customers. Customers can look for us here by using the search bar at the top of the page. HOME I SEARCH RESULTS Clear all Filters Contract Type TXMAS Contract Number LIMAS-18-0000RP12 Contractor IronPlanel, Inc- - Nem Category Mlscellanecus Services, No. 2 (Not Otherwise Classed) J 1 Result Found for "ironplanet" Sart 6y: I Ordered Search . Show: I 100 . results per page Narrowed 6y. Quote TXMAS-18.00CORP12 IronPlanel, Inc. Commodity Code 96209 Quote TXMA&10-0000RPI2 IronPlanet, Inc. ITEM CONTRACTOR Contract TXHAS-I3-0OCORPI2 Coolractor IronPlanet, Inc. Supplier Part Number Quote Imi-Planet Sart By: I Ordered Search Show I 100 • I results per page From here, they can review our contract details and place orders. Price UOM $1.00 EACH Min_ Order Qty: 1 LJ Compare A full outline of how to place orders in the system is embedded below and can be provided to Agencies for their PDF TXMAS Guide for reference. It's available on the TXMAS site as well. Agencies.pdf ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A CONTRACT THROUGH THE TXMAS COOPERATIVE PURCHASING NETWORK CONTRACT NUMBER TXMAS-I8-OOCORP12 FOR MANAGING LIVE ONLINE VEHICLE AND EQUIPMENT AUCTIONS FOR DISPOSAL OF CITY OF DENTON FLEET ASSETS AND POLICE DEPARTMENT IMPOUND VEHICLES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7212 - AWARDED TO IRONPLANET INC. DBA GOVPLANET, FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL THREE (3) YEAR). WHEREAS, pursuant to Resolution 92-019, the Texas Procurement and Support Services Division has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the Texas Procurement and Support Services Division at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the materials, equipment, supplies, or services, shown in the File Number listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR 7212 IronPlanet, Inc. dba GovPlanet SECTION 2. That by the acceptance and approval of the above numbered items set forth in File 7212, the City accepts the offer of the persons submitting the bids to the Texas Procurement and Support Services Division for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Texas Procurement and Support Services Division, and the purchase orders issued by the City. SECTION 3. That should the City and persons submitting approved and accepted items set forth in this ordinance wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Texas Procurement and Support Services Division, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Texas Procurement and Support Services Division, quantities, and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. That this ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: 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: ,, w City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2682, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tunc, correcting an inadvertent mistake in Ordinance No. 19-2196, specifically the awarded amount of the services agreement with IDEXX Distribution, Inc. c/o IDEXX Laboratories for drinking water compliance testing and for laboratory services and animal testing materials for the Denton animal shelter; providing an effective date (File 7133). City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton City Hall 1%,10000,215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: November 12, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tunc, correcting an inadvertent mistake in Ordinance No. 19-2196, specifically the awarded amount of the services agreement with IDEXX Distribution, Inc. c/o IDEXX Laboratories for drinking water compliance testing and for laboratory services and animal testing materials for the Denton animal shelter; providing an effective date (File 7133). INFORMATIONBACKGROUND On October 15, 2019, City Council approved a Professional Service Agreement with IDEXX Distribution, Inc. c/o IDEXX Laboratories, for a five (5) year contract in the amount of $600,750. Due to an inadvertent clerical mistake from the Purchasing Department, the executed Ordinance No. 19-2196 (exhibit 2) establishes a five (5) year contract in the amount of $300,000. The contract amount listed in the executed ordinance (exhibit 2) was revised after departments completed the approval sequence in the agenda management software. The Legal Department was not informed of the ordinance revision. While the correct contract amount was reviewed and approved by Council, an incorrect version was provided to the Mayor for signature. In an effort to avoid future clerical mistakes, any changes made to Purchasing's draft agenda items in the agenda management software require the approval sequence to be restarted by Purchasing staff. This will ensure each person involved in the process receives an email notification of the changes made to an agenda item before the final agenda is posted. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On October 15, 2019, Council approved the contract with IDEXX Distribution, Inc. c/o IDEXX Laboratories (Ordinance 19-2196). RECOMMENDATION Approval of an ordinance to reflect the correct award amount to IDEXX Distribution, Inc. c/o IDEXX Laboratories for a five (5) year contract in the amount of $600,750. PRINCIPAL PLACE OF BUSINESS IDEXX Distribution, Inc. c/o IDEXX Laboratories Westbrook, ME ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These services will be funded from Denton Animal Services accounts 340001.7899 for Animal Testing Materials and 340001.6372 for Laboratory Testing. The budgeted amount for this item is $600,750. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance 19-2196 and Contract Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 349-7100 Purchasing Manager For information concerning this acquisition, contact: Lori Hewell at 940-349-7100. Legal point of contact: Mack Reinwand at 940-349-8333. WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive • • and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, listedS ' ECT ' I " ON ""'I '. The following purchase of materials, equipment or supplies, as described in the "File" -# . • on - in the officeof Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 7133 IDEXX Distribution, Inc. c/o IDEXX Laboratories $300,000 availableSECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are • only one # • . SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1, and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. 11 The o y - was and seconded by ���csl��� �o ��a���� tl�rs �r��l�:r�r���� w��s r����dhebo�°r1aui�tir.a�:� ��y passed and approved b the following vote I Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Aye Nay PASSED AND APPROVED this the day of ATTEST: ROSA RIOS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM: AARON 1,,1;A L, CITY ATTORNEY Abstain Absent CHRIS WATTS, MAYOR 2019. DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC I CITY OF DENTON Docusign City Council Transmittal Coversheet FILE 7133 File Name Laboratory Testing and Materials Purchasing Contact Suzzen Stroman City Council Target Date October 15, 2019 Piggy Back Option Yes Contract Expiration October 15, 2024 Ordinance 19-2196 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND IDEXX DISTRIBUTION, INC. C/O IDEXX LABORATORIES Contract 7133 10/15/2019 THIS CONTRACT is made and entered into this date by and IDEXX DISTRIBUTION, INC. C/O IDEXX LABORATORIES, a Massachusetts Corporation whose address is One IDEXX Drive, Westbrook, ME 04092, 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 FILE 7133 Laboratory Testing and Materials, 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 Standard Terms and Conditions (Exhibit "B"); (c) Insurance Requirements (Exhibit "C"); (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e) Contractor's Proposal (Exhibit "E"); (f) Form CIQ — Conflict of Interest Questionnaire (Exhibit "F"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier's signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC 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. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations OocuSigned by: T61VKS&A, Tiffany Thomson OocuSigned by: ff Deborah viera 2EA79367E541490... PRINTED NAME �.71V 1V til Vi\L'� Director of customer service Assist. Director Environmental services Director of customer service Environmental Services DEPARTMENT APPROVED AS TO LEGAL FORM: AAR DocuSigned by: ATTORNEY BY: 7F9D328BF0204E5... ATTEST: ROS, " D c sig d by., SECRETARY IR R+04 BY. 1C5CAWK175493 . Contract 7133 CONTRACTOR Docu Signed by: QMAIA. & IUDWE� USLi BY: 7B50BE1 B3DD34F9 . AUTHORIZED SIGNATURE 9/26/2019 Date: Amanda Nowinski Printed Name: Title: Inside sales Account Manager I 800-321-0207 PHONE NUMBER Amanda-Nowinski@idexx.com EMAIL ADDRESS TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS OocuSign�edd by: ��� �l�,c�►t�.1A. BY: B77BC71 1 BAOD454... TODD HILEMAN CITY MANAGER 10/17/2019 Date: DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $600,750. Pricing shall be per Exhibit E 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 quarterly. 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 quarterly percentage change in the manufacturer's price list. The price adjustment will be determined quarterly 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 quarterly 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 B 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 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC 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. Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 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, Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. 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; Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing 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 Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% 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; Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the 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 Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the 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 Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: 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 Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and 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. Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition 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. Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The 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. Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services 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. Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee 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 Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC 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: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC 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 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, Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC 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 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 Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC 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 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 Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC 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 Exhibit C 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 anytime; 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 Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, 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. Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC • 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. [ ] 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. Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC [ ] 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. [ ] 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 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC 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 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC 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 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract 7133 DocuSign Envelope ID: 8A10619E-E560-4868-8448-B29F66ED21AC Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasinggcityofdenton.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. 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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. IDEXX DISTRIBUTION, INC. C/O IDEXX LABORATORIES 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 1 Name of local government officer about whom the information in this section is being disclosed. Chun -Ming Chen 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? F—x] 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? F—x] Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. N/A 4 X I have no Conflict of Interest to disclose. 5 DocuSigned by: 9/26/2019 Eamajn _& Ivi wiv'su 7B50BE1B3DD34F0... ness with the governmental entity Date Certificate Of Completion Envelope Id: 8AlC619EE56048688448B29F66ED21AC Subject: Please DocuSign: City Council Contract 7133 - Laboratory Testing and Materials Source Envelope: Document Pages: 33 Signatures: 7 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 9/20/2019 10:38:30 AM Signer Events Suzzen Stroman suzzen.stroman@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell Lori.Hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amanda Nowinski Amanda-Nowinski@idexx.com Inside Sales Account Manager I Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/20/2019 3:53:59 PM ID: b37ce4af-927a-4960-959f-332240cd83ea Holder: Suzzen Stroman suzzen.stroman@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 Lti"8 Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 �oaus�nee by: 11 t4�i Fe A� .A+l 7F9D3266F0204E5... Signature Adoption: Pre -selected Style Using IP Address: 172.56.6.235 Signed using mobile ED -Ma -d by HtRJX 4W1l,LSb 76508PHDONF9.. Signature Adoption: Pre -selected Style Using IP Address: 165.225.39.0 Docu -!F� i ■ SECURED Status: Completed Envelope Originator: Suzzen Stroman 901 B Texas Street Denton, TX 76209 suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 9/20/2019 11:09:54 AM Viewed: 9/20/2019 11:10:03 AM Signed: 9/20/2019 11:10:04 AM Sent: 9/20/2019 11:10:06 AM Viewed: 9/20/2019 3:10:48 PM Signed: 9/20/2019 3:33:57 PM Sent: 9/20/2019 3:34:00 PM Viewed: 9/20/2019 3:49:12 PM Signed: 9/20/2019 3:50:49 PM Sent: 9/20/2019 3:50:51 PM Resent: 9/24/2019 8:06:54 PM Resent: 9/25/2019 10:31:06 AM Resent: 9/25/2019 8:17:20 PM Viewed: 9/20/2019 3:53:59 PM Signed: 9/26/2019 6:27:58 AM Signer Events Signature Timestamp Tiffany Thomson °s a `" b` Sent: 9/26/2019 6:28:01 AM Tiffany.Thomson@cityofdenton.com Elr'ff"va-S06 Viewed: 9/26/2019 8:49:52 AM Director of Customer Service 286Fo9o441FE4ac.. Signed: 9/26/2019 8:50:35 AM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 9/26/2019 8:49:52 AM ID:540038fb-2aa8-480c-84ce-e35b16eeb2bb o slgnee °y, Deborah Viera �Sent: 9/26/2019 6:28:01 AM f� Deborah.Viera@cityofdenton.com I ' brak Vivo, Viewed: 9/26/2019 9:55:21 AM Assist. Director Environmental Services 2EA79M7E541490... Signed: 9/26/2019 9:56:36 AM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 9/26/2019 9:55:21 AM ID:c019396e-d9e4-4244-bcd3-e74375e73961 Cheyenne Defee Completed Sent: 9/26/2019 9:56:39 AM cheyenne.defee@cityofdenton.com Viewed: 10/17/2019 7:46:43 AM Contract Administrator Signed: 10/17/2019 7:47:57 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign by Todd HilemanSent: 10/17/2019 7:48:00 AM Todd. Hileman@cityofdenton.com En—ft—d Viewed: 10/17/2019 4:52:26 PM City Manager g776C71 1 E'A0°454 Signed: 10/17/2019 4:52:33 PM City of Denton Security Level: Email, Account Authentication Signature Adoption: Pre selected Style (None) Using IP Address: 47.184.96.114 Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Rosa Rios Sent: 10/17/2019 4:52:36 PM fZao.c rosa.rios@cityofdenton.com Viewed: 10/21/2019 11:36:01 AM City Secretary 1c5casc5E17549a.. Signed: 10/21/2019 11:36:38 AM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 10/21/2019 11:36:01 AM ID:be36ce7d-85d2-442d-8e15-639a6c844318 In ❑erson Signer Events Signature Timestamp Editor Deliver] Events Status Timestamp ❑gent Deliver❑ Events Status Timestamp F htermediar-I Deliver-. Events Status Timestamp Certified Deliver❑ Events Status CarCon Cop❑ Events Status Cheyenne Defee � PI E D 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 Thurman COP E D sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson � PI E D jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Randi Weinberg � pI E D Rand i.Wei nberg@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Fritz Schwalm COP E D Fritz.SchwaIm@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Timestamp Timestamp Sent: 9/20/2019 11:10:06 AM Sent: 9/20/2019 11:10:06 AM Sent: 10/17/2019 4:52:36 PM Sent: 10/21/2019 11:36:41 AM Viewed: 10/21/2019 11:43:52 AM Sent: 10/21/2019 11:36:42 AM Viewed: 10/23/2019 10:26:24 AM ❑ itness Events Signature Timestamp ❑otar❑ Events Signature Timestamp Envelope Summar❑ Events Status Timestamps Envelope Sent Hashed/Encrypted 10/21/2019 11:36:42 AM Certified Delivered Security Checked 10/21/2019 11:36:42 AM Signing Complete Security Checked 10/21/2019 11:36:42 AM Completed Security Checked 10/21/2019 11:36:42 AM ❑alrtent Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Amanda Nowinski, Tiffany Thomson, Deborah Viera, Todd Hileman, Rosa Rios ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, NUNC PRO TUNC, CORRECTING AN INADVERTENT MISTAKE IN ORDINANCE NO. 19-2196, SPECIFICALLY THE AWARDED AMOUNT OF THE SERVICES AGREEMENT WITH IDEXX DISTRIBUTION, INC. C/O IDEXX LABORATORIES FOR DRINKING WATER COMPLIANCE TESTING AND FOR LABORATORY SERVICES AND ANIMAL TESTING MATERIALS FOR THE DENTON ANIMAL SHELTER; PROVIDING AN EFFECTIVE DATE (FILE 7133). WHEREAS, on October 15, 2019, by Ordinance No. 19-2196, the City Council approved a Service Agreement with IDEXX Distribution, Inc. c/o IDEXX Laboratories, for a five (5) year contract in the amount of $300,000; and WHEREAS, the executed Ordinance No. 19-2196 is not the correct and final version of the ordinance as presented and approved by the City Council; and WHEREAS, due to an inadvertent clerical mistake, the executed Ordinance No. 19-2196 establishes a five (5) year contract in the amount of $300,000; and WHEREAS, the City Council has the inherent power to retroactively correct such clerical mistakes to reflect the truth of what was actually approved by the City when approving the ordinance; and WHEREAS, the City Council finds that the action taken herein is in the public interest; 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 executed Ordinance No. 19-2196 is hereby amended, to the limited extent necessary, to correct a clerical mistake and accurately reflect the awarded amount of the Services Agreement with IDEXX Distribution, Inc. c/o IDEXX Laboratories, (RFQ 7133) approved by the City Council for a five (5) year contract in the amount of $600,750. SECTION 3. All other provisions of Ordinance No. 19-2196 not specifically amended or deleted herein shall continue in force and effect from the date of original passage on October 15, 2019. SECTION 4. 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 [_ - 1: 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: ale Ci �,-ti✓u..- City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 19-2684, Version: 1 Legislation Text AGENDA CAPTION Consider approval of the minutes of October 22, 2019. City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM CITY OF DENTON CITY COUNCIL MINUTES October 22, 2019 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, October 22, 2019, at 1:01 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Deb Armintor, and Paul Meltzer ABSENT: Council Members Jesse Davis and John Ryan Also present were City Manager Todd Hileman and City Attorney Aaron Leal WORK SESSION 1. Citizen Comments on Consent Agenda Items None. 2. Requests for clarification of agenda items listed on this agenda. Consent Item 1.L (ID 19-2551) - Pulled for Individual Consideration. (Briggs) Consent Item 1.M (ID 19-2552) - Pulled for Individual Consideration. (Briggs) Consent Item 1.14 (ID 19-2465) - Pulled for Individual Consideration. (Armintor) 3. Work Session Reports A. ID 19-1952 Receive a report, hold a discussion, and give staff direction regarding the Board of Ethics recommended amendments to the Ethics Ordinance. The presentation was made and discussion followed. Following discussion, staff was directed to gather and prepare recommendations from the Board of Ethics and have the City Attorney's Office review for presentation at a future meeting. B. ID 19-2239 Receive a report, hold a discussion and give staff direction regarding the Board of Ethics recommended amendments to the Board of Ethics Rules of Procedure Ordinance. The presentation was made and discussion followed. Following discussion, staff was directed to prepare an ordinance with recommended changes for presentation at a future meeting. City of Denton City Council Minutes October 22, 2019 Page 2 C. ID 19-2038 Receive a report, hold a discussion, and give staff direction regarding an internal audit of the Police Overtime Process. The presentation was made and discussion followed. Following discussion, there was no direction provided as the item was only to provide a report. D. ID 19-2088 Receive a report, hold a discussion, and give staff direction on pending City Council requests for information. The item was presented and discussion followed. Following discussion, results were as follows: • Item I - Principals and Methods of the Integrated Pest Management system (Briggs) o Consensus to discuss at a future work session • Item 2 - Comprehensive anti -discrimination ordinance (Davis) o Item not discussed • Item 3 - Gas well safety and possible gas well ordinance inclusions (Briggs) o Council consensus was given to schedule a future work session with no previous decisions or areas discussed to be part of the upcoming presentation. CLOSED MEETING Mayor Watts announced the Closed Meeting would be held after the Special Called Meeting. SPECIAL CALLED MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Meeting on Tuesday, October 22, 2019, at 2:06 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Deb Armintor, and Paul Meltzer ABSENT: Council Members Jesse Davis and John Ryan Also present were City Manager Todd Hileman and City Attorney Aaron Leal City of Denton City Council Minutes October 22, 2019 Page 3 1. CONSENT AGENDA The consent agenda consisted of Items 1.A -N. During the Work Session held earlier in the day, Item 1.L (ID 19-2551) was pulled for individual consideration by Council Member Briggs. Item 1.M (ID 19-2552) was pulled for individual consideration by Council Member Briggs. Item 1.H (ID 19-2465) was pulled for individual consideration by Council Member Armintor. Council Member Briggs moved to adopt the Consent Agenda now consisting of items 1.A -G, I -K, and N. Motion seconded by Council Member Meltzer. Motion carried. AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Armintor, and Meltzer NAYS (0): None ABSENT (2): Council Members Davis and Ryan A. ID 19-2330 Consider adoption of an ordinance of the City of Denton abandoning, releasing, and vacating a 0.091 acre tract of Carroll Boulevard right-of-way, partially out of property conveyed by the deed from William Crawford to the City of Denton, recorded in Volume 602, Page 456, Deed Records, Denton County, Texas and partially out of property conveyed by the deed from Kathleen P. Floyd to the City of Denton, recorded in Volume 567, Page 452, Deed Records, Denton County, Texas, all located in the R. Beaumont Survey, Abstract No. 31, within the City and County of Denton, Texas; providing a savings clause, and providing for severability and an effective date. ASSIGNED ORDINANCE NO. 19-2330 B. ID 19-2386 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to sign a Medical Office Building Lease and First Amendment to Medical Office Building Lease by and between Epic Development, Inc. and the City of Denton for the use and occupancy of premises at 3537 South I -35E Denton, Texas 76210 for the City of Denton Employee Health Center for a three year period; authorizing the expenditure of funds therefor (with a one-year cost of $66,552, and a three (3) year not -to -exceed amount of $203,676); and providing an effective date. ASSIGNED ORDINANCE NO. 19-2386 C. ID 19-2432 Consider approval of the minutes of October 7 and October 8, 2019. D. ID 19-2433 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with International Business Machines (IBM) Corporation for Weather Forecasting Services; Pattern Recognition Technologies, Inc., for Load Forecasting Service; and Radiant Geospatial Solutions, LLC, for Wind and Solar Forecasting Services; providing for the expenditure of funds therefor; and providing an effective date (RFP 7057 - awarded to the lowest responsive bidder for each line item, Weather Forecasting contract awarded to International Business Machines (IBM) Corporation for a three (3) year not -to -exceed amount of $63,030, Load Forecasting contract awarded to Pattern Recognition Technologies, City of Denton City Council Minutes October 22, 2019 Page 4 Inc., for a three (3) year not -to -exceed amount of $118,800 and Wind and Solar Forecasting contract awarded to Radiant Geospatial Solutions LLC for a three (3) year not -to -exceed amount of $66,000, in a total three (3) year, not -to -exceed amount of $247,830). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 19-2433 E. ID 19-2434 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Raftelis Financial Consultants, Inc., for Water and Wastewater Utilities Cost of Service and Rate Design Study as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7105 - Professional Services Agreement for Water and Wastewater Utilities Cost of Service and Rate Design Study awarded to Raftelis Financial Consultants, Inc., in the not -to -exceed amount of $108,470). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 19-2434 F. ID 19-2435 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of Change Order No. 1 to the contract between the City of Denton and Wilson Contractor Services, LLC, for the construction of the Allred and John Paine Road Water Transmission Main Project for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (IFB 7038 - Change Order No. 1 in the not -to -exceed amount of $399,141.26 for a total contract award aggregated to $5,275,366.64). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 19-2435 G. ID 19-2436 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to utilize a contract through the City of Frisco Contract Number 1901-036 for the acquisition of self-contained breathing apparatus (SCBA) for the Fire Department; providing for the expenditure of funds therefor; and providing an effective date (File 7124 - awarded to Hoyt Enterprises, Inc., dba Hoyt Breathing Air Products, in the amount of $600,000). ASSIGNED ORDINANCE NO. 19-2436 I. ID 19-2466 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with Holt CAT through the Sourcewell Cooperative Purchasing Network Contract Number 032119 -CAT, for the purchase of one (1) D-9 Dozer for the Solid Waste Landfill Department; authorizing the expenditure of funds therefor; and declaring an effective date (File 7182 - awarded to Holt CAT, in the not -to -exceed amount of $1,057,079.89). The Public Utilities Board recommends approval (5 - 1). ASSIGNED ORDINANCE NO. 19-2466 City of Denton City Council Minutes October 22, 2019 Page 5 J. ID 19-2521 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with Siddons-Martin Emergency Group, LLC, through the Houston -Galveston Area Council of Governments (H -GAC) Cooperative Purchasing Program Contract Number FS 12-17, for the acquisition of one (1) Oshkosh 3000 Striker 6X6, Aircraft Rescue and Fire Fighting (ARFF) vehicle for the Fire Department; and providing an effective date (File 7194 - awarded to Siddons-Martin Emergency Group, LLC in the not -to -exceed amount of $754,922). ASSIGNED ORDINANCE NO. 19-2521 K. ID 19-2534 Consider approval of a resolution of the City of Denton allowing the Campus Theatre Concessions, LLC to sell alcoholic beverages at the Denton's Day of the Dead Festival, on Saturday, October 26, 2019, from 11:00 a.m. to 11:00 p.m., at the Williams Square, upon satisfying certain conditions; authorizing the City Manager, or his designee, to execute an agreement in conformity with this resolution; and providing for an effective date. ASSIGNED RESOLUTION NO. 19-2534 N. ID 19-2520 Consider adoption of an ordinance of the City of Denton establishing the classifications and prescribing the number of positions in each classification for the Police Department pursuant to Chapter 143 of the Texas Local Government Code; providing repealer, cumulative, and severability clauses; and declaring an effective date. ASSIGNED ORDINANCE NO. 19-2520 ITEMS PULLED FOR INDIVIDUAL CONSIDERATION H. ID 19-2465 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 -N -One Services, LLC, for Temporary Labor Services for various City of Denton departments; providing for the expenditure of funds therefor; and providing an effective date (IFB 7045 - awarded to All -N -One Services, LLC, in the three (3) year not -to -exceed amount of $525,000). The item was presented and discussion followed. Mayor Watts moved to postpone to November 5, 2019. Motion seconded by Mayor Pro Tem Hudspeth. Motion carried. AYES (3): Mayor Watts, Mayor Pro Tem Hudspeth and Council Member Meltzer NAYS (2): Council Members Briggs and Armintor ABSENT (2): Council Members Davis and Ryan L. ID 19-2551 Consider adoption of an ordinance of the City of Denton, Texas, approving a first amendment to the employment agreement for City Manager Todd Hileman; providing a salary increase for City Manager Todd Hileman under the performance review provision of the City Manager's employment agreement with the City; extending the term of the City Manager's employment agreement to October 23, 2023; increasing vacation accrual to four weeks per year for the City Manager; adding an automatic renewal clause; authorizing the expenditure of funds; and providing an effective date. City of Denton City Council Minutes October 22, 2019 Page 6 There was no presentation and no discussion on the item. Council Member Briggs moved to postpone to November 5, 2019. Motion seconded by Council Member Meltzer. Motion carried. AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Armintor, and Meltzer NAYS (0): None ABSENT (2): Council Members Davis and Ryan M. ID 19-2552 Consider adoption of an ordinance of the City of Denton, Texas, approving a second amendment to the employment agreement for City Attorney Aaron Leal; providing a salary increase under the performance review provision of the City Attorney's employment agreement with the City; extending the term of the City Attorney's employment agreement to October 11, 2021; authorizing the expenditure of funds; and providing an effective date. There was no presentation and no discussion on the item. Council Member Briggs moved to postpone to November 5, 2019. Motion seconded by Council Member Meltzer. Motion carried. AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Armintor, and Meltzer NAYS (0): None ABSENT (2): Council Members Davis and Ryan The meeting was recessed at 2:30 p.m. for a short break and reconvened at 2:35 p.m. 2. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 19-2249 Consider approval of a resolution by the City of Denton recognizing the necessity of protecting the natural areas (greenbelts) adjacent to creeks and other waterways; adopting the Denton County Greenbelt Plan as a framework to complement the current and future planning efforts of the City of Denton in managing and protecting various environmental resources; endorsing the plan as an urgent regional program for the county, cities, towns and utilities to help protect water quality in local watersheds; and expressing the City of Denton's intent to participate in implementing strategies that will preserve and protect the environment and safeguard the public welfare. ASSIGNED RESOLUTION NO. 19-2249 The item was presented and discussion followed. Council Member Armintor moved to approve the item as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (4): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Armintor and Meltzer NAYS (0): None ABSENT WHEN VOTE TAKEN (1): Council Member Briggs ABSENT (2): Council Members Davis and Ryan City of Denton City Council Minutes October 22, 2019 Page 7 B. HLC19-030c Consider approval of a resolution of the City of Denton, Texas adopting the vision, value statements, goals, policies, recommendations, and the implementation matrix proposed in the Denton Historic Preservation Plan prepared by the Lakota Group, dated August 28, 2019; and providing an effective date. (HLC 19-030c, Historic Preservation Plan, Ron Menguita) ASSIGNED RESOLUTION NO. HLC19-030c The item was presented and discussion followed. Council Member Meltzer moved to approve the item as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (4): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs and Meltzer NAYS (1): Council Member Armintor ABSENT (2): Council Members Davis and Ryan 3. CONCLUDING ITEMS Council Members expressed items of interest, congratulatory remarks and provided general announcements. Staff to provide responsive information to those requests for information as part of the Friday Report process. The Special Called Meeting ended at 3:22 p.m. CLOSED MEETING The City Council convened into a Closed Meeting at 3:22 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows: A. ID 19-2498 Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, procedures, and contracts of the Municipal Judge and City Auditor. NOT DELIBERATED B. ID 19-2527 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City's attorneys on the status, strategy, and potential resolution of the Crystal Faulkner personal injury claim; where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in pending or contemplated litigation or settlement offers. DELIBERATED City of Denton City Council Minutes October 22, 2019 Page 8 The Closed Meeting started at 3:25 p.m. and ended at 3:30 p.m. Item 1.A (ID 19-2498) was not deliberated. No votes or actions were taken during the Closed Meeting. With no further business, the meeting was adjourned at 3:30 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS MINUTES APPROVED ON: JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2685, Version: 1 AGENDA CAPTION 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. City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton -- - -- City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric CFO: Antonio Puente, Jr. DATE: November 12, 2019 SUBJECT 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. BACKGROUND The City of Denton, Texas is a member city of Texas Municipal Power Agency ("TMPA"), a Joint Powers Agency; and TMPA consists of four cities, being the Cities of Bryan, Texas, Denton, Texas, Garland, Texas, and Greenville, Texas. The JOA providing for the mutual rights and responsibilities of the parties as to the operations of the Agency, including asset management, decommissioning, environmental remediation, indemnities, and the winding up of affairs of the Agency upon dissolution, as necessary and appropriate consistent with Tex. Util. Code Chapter 163, Subchapter C-1. The JOA has thrice been amended by the Parties. Per the governing terms of the JOA, the Parties' representatives have met, negotiated, and agreed to the terms of this Amendment No. 4. This amendment makes key changes to the JOA in sections 3.2.1 and 3.2.4. Specifically, it modifies Section 3.2.1 remove ambiguity by making it clear in the event that all mining assets are sold, that all Participating Public Entities shall remain responsible for the costs of closing the Mining operation according to each's percentage share and that these are included: "all obligations are discharged with respect to Mine Reclamation Bonds, surety bonds, banking agreements, letters of credit, and other financial commitments related to providing financial security or assurance for TMPA's mine reclamation responsibilities." Additionally, it modifies section 3.2.4 by removing the cap on sales of the Mining Assets allowed under Section 3.2.3. The restriction that sales must be of fair market value remains. The Public Utilities Board is scheduled to consider this item on November 11, 2019. RECOMMENDATION DME recommends that the City Council approve of an ordinance authorizing the City Mayor to execute Amendment No. 4 to the JOA between the Parties and TMPA, in substantial conformity with the attached document. FISCAL INFORMATION The action requires no additional budget expenditures at this time. EXHIBITS 1. Exhibit 1- Agenda Information Sheet 2. Exhibit 2- Redlined Amendment No. 4 3. Exhibit 3- Ordinance (with exhibit, Amendment No. 4 to the JOA) 4. Exhibit 4- Presentation Respectfully submitted: Smith Day Regulatory & Risk Division Mgr. AMENDMENT NO.4 TO THE JOINT OPERATING AGREEMENT BETWEEN TEXAS MUNICIPAL POWER AGENCY AND CITY OF BRYAN, TEXAS CITY OF DENTON, TEXAS CITY OF GARLAND, TEXAS CITY OF GREENVILLE, TEXAS This Amendment No. 4 ("Amendment No. 3"), effective as of the date set forth below, to the Joint Operating Agreement, effective September 1, 2016, as amended by Amendment No. 2, effective September 22, 2017, and as amended by Amendment No. 3, effective September 17, 2019 (the "JOA" or the "Joint Operating Agreement"), is made and entered into between the Texas Municipal Power Agency ("TMPA" or "Agency"), a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, and the City of Bryan, the City of Denton, the City of Garland, and the City of Greenville, Texas (herein collectively "Cities" or individually "City"), each of which cities is a municipal corporation of the State of Texas, a home rule city, and a Participating Public Entity in TMPA (collectively, the "Parties"). Capitalized terms used in this Amendment No. 4 not otherwise defined herein shall have the definition set forth in the JOA. WITNESSETH: WHEREAS, the Parties have previously entered into the JOA; and WHEREAS, Amendment No. 1 provided that Amendment No. 1 would have no force or effect if the Generation Asset Sale, as defined in and contemplated by Amendment No. 1, was terminated or did not close; and WHEREAS the Generation Asset Sale, as contemplated by Amendment No. 1, did not close, and therefore, by the terms thereof, Amendment No. 1 was of no force and effect as of the Effective Date of Amendment No. 2; and WHEREAS, this Amendment No. 4 is intended to enable TMPA to sell all or a majority of Mining Assets by eliminating the restrictions on the menet„n, .,..netints that may be ,-eee vee mine tract sales that may occur on a piecemeal basis and, in the event of multiple sales, that may occur during a fiscal year; and Page 1 of 5 WHEREAS, this Amendment No. 4 is also intended to ensure that, in the event a Participating Public Entity exits the Mining Business, it continues to be responsible for its share of the costs of Mine reclamation; and WHEREAS, this Amendment No. 4 shall be deemed delivered and effective on the date that this Amendment No. 4 is executed by the last Party to do so, being the "Effective Date" of this Amendment No. 4; NOW, THEREFORE, in consideration of the recitals set forth above, the mutual covenants, benefits, agreements and obligations of the Parties, as set forth herein, the Parties, each intending to be legally bound, agree as follows: Section 1. Section 3.2.1 of the JOA is hereby amended to read as follows: 3.2.1. BUDGETING AND OPERATIONS. From and after the Effective Date through September 1, 2018, charges for recoupment of such costs as are included in the Annual Budget for the Mining Business category, including any debt service on any Mine Reclamation Bonds and any other costs related to surety bonds, banking agreements, letters of credit, or other financial commitment related to providing financial security or assurance for the TMPA's mine remediation responsibilities, shall be assessed to each Participating Public Entity in the manner provided in Section 2.6.1.1. From and after September 2, 2018, charges for recoupment of such costs as are included in the Annual Budget for the Mining Business category, including any debt service on any Mine Reclamation Bonds and any other costs related to surety bonds, banking agreements, letters of credit, or other financial commitment related to providing financial security or assurance for the TMPA's mine remediation responsibilities, shall be assessed to each Participating Public Entity according to the following percentages: Bryan - 21.7%; Denton - 21.3%; Garland - 47%, Greenville - 10%, and billed to each Participating Public Entity on a monthly basis, unless a different schedule of charges shall be adopted by the unanimous approval of all of the Participating Public Entities in the Mining Business category. In the event a Participating Public Entity exits the Mining Business as permitted under Section 2.11.1, it shall remain responsible for the same percentage share of costs incurred after its exit as set forth above, such that the same percentages shall apply to each exited and remaining Participating Public Entity for any costs of the Mining Business category until all Mining Assets are sold and all obligations are discharged with respect to Mine Reclamation Bonds, surety bonds, banking agreements, letters of credit, and other financial commitments related to providing financial security or assurance for TMPA's mine reclamation responsibilities. Section 2. Section 3.2.4 of the JOA is hereby amended to read as follows: 3.2.4. SALE OF MINING ASSETS PRIOR TO COMPLETION OF MINE RECLAMATION. Prior to completion of mine reclamation, the TMPA Board may approve leases and license agreements of Mining Assets, including the lease of minerals that are Mining Assets, and pursuant to Section 3.2.3, may approve the sale of real property interests in ,a ,a i ,a $250 000 theease f Mining Assets�a�ae�i��reaeh �de���ee�Z����, Page 2 of 5 multiple sales $500,000 i „ fise ,l Such sales of real property interests in Mining Assets shall not be less than the fair market value of such assets as reasonably determined by TMPA. The net funds received from the sale of any mining assets under this section shall be applied for the purposes and in the priority stated in Section 3.2.3. Section 3. OTHER AGREEMENTS. (a) All other terms and conditions of the Joint Operating Agreement shall remain in full force and effect except as modified herein. (b) This Amendment No. 4 shall terminate on the same date the Joint Operating Agreement terminates. (c) Each Party warrants that all necessary actions have been taken to make this Amendment No. 4 a binding amendment, including TMPA Board or city council action, as applicable. (d) This Amendment may be executed in multiple counterparts, each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Amendment No. 4 may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. IN WITNESS WHEREOF, the Parties have executed this Amendment No. 4 to Joint Operating Agreement, to be effective upon the Effective Date as set forth in the Recitals. TEXAS MUNICIPAL POWER AGENCY By: _ Name: Title: Date: Attest: Approved as to form: Counsel for Texas Municipal Power Agency Page 3 of 5 CITY OF BRYAN, TEXAS Name: Title: Date: Attest: Approved as to form: Counsel for the City of Bryan, Texas CITY OF DENTON, TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Denton, Texas CITY OF GARLAND, TEXAS By: Name: Title: Date: Attest: Page 4 of 5 CITY OF GREENVILLE, TEXAS Name: Title: Date: Attest: GEUS, acting on behalf of the City of Greenville pursuant to its Charter By: Name: Title: Chair of the Board of Trustees of the Electric Utility Board Date: Attest: Page 5 of 5 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE MAYOR TO ACT ON THE CITY'S BEHALF IN EXECUTING AN AMENDMENT TO THE JOINT OPERATING AGREEMENT ("JOA") BETWEEN TEXAS MUNICIPAL POWER AGENCY ("AGENCY") AND THE CITIES OF BRYAN, DENTON, GARLAND, AND GREENVILLE ("PARTIES"); AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Parties have previously agreed to the JOA, and Amendments No. 1, No. 2, and No. 3, to the JOA; and WHEREAS, the Agency has requested the Parties to approve of the terms of Amendment No. 4 which is intended, among other changes, (i) to eliminate restrictions on mine tract sales that may occur on a piecemeal basis, (ii) to ensure that, in the event a Party exits the Mining Business, it continues to be responsible for its share of the costs of Mine; and WHEREAS, approval of this Amendment No.4 to the JOA is the in the City's best interest; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals in the preamble are true and correct. SECTION 2. The City of Denton approves and authorizes the Mayor to execute Amendment No. 4 to the JOA as shown in Attachment "A". SECTION 3. This Ordinance shall become effective immediately upon execution. SECTION 4. That this ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by , seconded by , and 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 mm APPROVED AS TO LEGAL FORM: AARON LEAL, CITY A ORNEY BY: ATTACHMENT "A" AMENDMENT NO.4 TO THE JOINT OPERATING AGREEMENT BETWEEN TEXAS MUNICIPAL POWER AGENCY AND CITY OF BRYAN, TEXAS CITY OF DENTON, TEXAS CITY OF GARLAND, TEXAS CITY OF GREENVILLE, TEXAS This Amendment No. 4 ("Amendment No. 3"), effective as of the date set forth below, to the Joint Operating Agreement, effective September 1, 2016, as amended by Amendment No. 2, effective September 22, 2017, and as amended by Amendment No. 3, effective September 17, 2019 (the "JOA" or the "Joint Operating Agreement"), is made and entered into between the Texas Municipal Power Agency ("TMPA" or "Agency"), a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, and the City of Bryan, the City of Denton, the City of Garland, and the City of Greenville, Texas (herein collectively "Cities" or individually "City"), each of which cities is a municipal corporation of the State of Texas, a home rule city, and a Participating Public Entity in TMPA (collectively, the "Parties"). Capitalized terms used in this Amendment No. 4 not otherwise defined herein shall have the definition set forth in the JOA. WITNESSETH: WHEREAS, the Parties have previously entered into the JOA; and WHEREAS, Amendment No. 1 provided that Amendment No. 1 would have no force or effect if the Generation Asset Sale, as defined in and contemplated by Amendment No. 1, was terminated or did not close; and WHEREAS the Generation Asset Sale, as contemplated by Amendment No. 1, did not close, and therefore, by the terms thereof, Amendment No. 1 was of no force and effect as of the Effective Date of Amendment No. 2; and WHEREAS, this Amendment No. 4 is intended to enable TMPA to sell all or a majority of Mining Assets by eliminating the restrictions on mine tract sales that may occur on a piecemeal basis and, in the event of multiple sales, that may occur during a fiscal year; and Page 1 of 5 WHEREAS, this Amendment No. 4 is also intended to ensure that, in the event a Participating Public Entity exits the Mining Business, it continues to be responsible for its share of the costs of Mine reclamation; and WHEREAS, this Amendment No. 4 shall be deemed delivered and effective on the date that this Amendment No. 4 is executed by the last Party to do so, being the "Effective Date" of this Amendment No. 4; NOW, THEREFORE, in consideration of the recitals set forth above, the mutual covenants, benefits, agreements and obligations of the Parties, as set forth herein, the Parties, each intending to be legally bound, agree as follows: Section 1. Section 3.2.1 of the JOA is hereby amended to read as follows: 3.2.1. BUDGETING AND OPERATIONS. From and after the Effective Date through September 1, 2018, charges for recoupment of such costs as are included in the Annual Budget for the Mining Business category, including any debt service on any Mine Reclamation Bonds and any other costs related to surety bonds, banking agreements, letters of credit, or other financial commitment related to providing financial security or assurance for the TMPA's mine remediation responsibilities, shall be assessed to each Participating Public Entity in the manner provided in Section 2.6.1.1. From and after September 2, 2018, charges for recoupment of such costs as are included in the Annual Budget for the Mining Business category, including any debt service on any Mine Reclamation Bonds and any other costs related to surety bonds, banking agreements, letters of credit, or other financial commitment related to providing financial security or assurance for the TMPA's mine remediation responsibilities, shall be assessed to each Participating Public Entity according to the following percentages: Bryan - 21.7%; Denton - 21.3%; Garland - 47%, Greenville - 10%, and billed to each Participating Public Entity on a monthly basis, unless a different schedule of charges shall be adopted by the unanimous approval of all of the Participating Public Entities in the Mining Business category. In the event a Participating Public Entity exits the Mining Business as permitted under Section 2.11.1, it shall remain responsible for the same percentage share of costs incurred after its exit as set forth above, such that the same percentages shall apply to each exited and remaining Participating Public Entity for any costs of the Mining Business category until all Mining Assets are sold and all obligations are discharged with respect to Mine Reclamation Bonds, surety bonds, banking agreements, letters of credit, and other financial commitments related to providing financial security or assurance for TMPA's mine reclamation responsibilities. Section 2. Section 3.2.4 of the JOA is hereby amended to read as follows: 3.2.4. SALE OF MINING ASSETS PRIOR TO COMPLETION OF MINE RECLAMATION. Prior to completion of mine reclamation, the TMPA Board may approve leases and license agreements of Mining Assets, including the lease of minerals that are Mining Assets, and, pursuant to Section 3.2.3, may approve the sale of real property interests in Mining Assets. Such sales of real property interests in Mining Assets shall not be less than the Page 2 of 5 fair market value of such assets as reasonably determined by TMPA. The net funds received from the sale of any mining assets under this section shall be applied for the purposes and in the priority stated in Section 3.2.3. Section 3. OTHER AGREEMENTS. (a) All other terms and conditions of the Joint Operating Agreement shall remain in full force and effect except as modified herein. (b) This Amendment No. 4 shall terminate on the same date the Joint Operating Agreement terminates. (c) Each Parry warrants that all necessary actions have been taken to make this Amendment No. 4 a binding amendment, including TMPA Board or city council action, as applicable. (d) This Amendment may be executed in multiple counterparts, each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Amendment No. 4 may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. IN WITNESS WHEREOF, the Parties have executed this Amendment No. 4 to Joint Operating Agreement, to be effective upon the Effective Date as set forth in the Recitals. TEXAS MUNICIPAL POWER AGENCY By: Name: Title: Date: Attest: Approved as to form: Counsel for Texas Municipal Power Agency CITY OF BRYAN, TEXAS Page 3 of 5 By: _ Name: Title: Date: Attest: Approved as to form: Counsel for the City of Bryan, Texas CITY OF DENTON, TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Denton, Texas CITY OF GARLAND, TEXAS By: Name: Title: Date: Attest: Page 4 of 5 CITY OF GREENVILLE, TEXAS By: Name: Title: Date: Attest: GEUS, acting on behalf of the City of Greenville pursuant to its Charter By: Name: Title: Chair of the Board of Trustees of the Electric Utility Board Date: Attest: Page 5 of 5 TMPA Amendment No. 4 to the Joint Operating Agreement November 12, 2019 -Smith Day, DME Regulatory and Risk Div. Mgr. 411fw� ID 19-2685 DENTON Background_., TMPA owners include cities of Denton, Bryan, Garland and Greenville. The TMPA Board of Directors has authorized Amendment No. 4 to the JOA and has requested that each TMPA member city approve. ID 19-2685 2 11/6/2019 1 Summary of Amendment No. 4 ► Section 3.2.1 is amended to remove ambiguity by making it clear in the event that all mining assets are sold: ► that all Participating Public Entities shall remain responsible for the costs of closing the Mining operation according to each's percentage share and that the condition that all obligations are discharged with respect to: • Mine Reclamation Bonds, • surety bonds, • banking agreements, • letters of credit, and • other financial commitments related to providing financial security or assurance for TMPA's mine reclamation responsibilities. ► Section 3.2.4 is amended by removing the cap on sales of the Mining Assets allowed under Section 3.2.3. (TMPA has the authority to enter into a sales contract for all of the mine assets, but the condition that sales must be of fair market value remains intact). ID 19-2685 3 ► Amendments to the TMPA JOA must be approved by all participating public entities. ► The TMPA Board has authorized Amendment No. 4 and is requesting the approval of each member city. ► Staff recommends that the City of Denton approve of the TMPA Amendment No. 4 to the JOA. ID 19-2685 I 11/6/2019 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2586, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute an Interlocal Cooperation Agreement for conducting a traffic study to determine the impacts of a potential closure of a portion of Bell Avenue between the City of Denton and Texas Woman's University, regarding the City's request for reimbursement of a portion of the cost of performing the study that are specified in the agreement: authorizing the expenditure of funds thereof, and providing an effective date. City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton City Hall .' 1 215 E. McKinney Street DE TON Denton, Texas www.eityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: ENGINEERING CM/ DCM/ ACM: Todd Hileman DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute an Interlocal Cooperation Agreement for conducting a traffic study to determine the impacts of a potential closure of a portion of Bell Avenue between the City of Denton and Texas Woman's University, regarding the City's request for reimbursement of a portion of the cost of performing the study that are specified in the agreement: authorizing the expenditure of funds thereof, and providing an effective date. BACKGROUND The City of Denton is currently updating its Mobility Plan which identifies location, size and nature of the major transportation facilities in the city. As an extension of this effort, TWU has asked the City to undertake an evaluation of closing Bell Avenue to local street traffic between Chapel and College Streets and converting this area to a pedestrianibike only facility. Staff has negotiated a change order with its consultant to perform this work for a total fee not to exceed $140,000. Subsequently, the City and TWU have agreed to share the costs on an equal basis with expenditures not to exceed $70,000 for either party. The attached ILA binds both parties to this agreement. RECOMMENDATION Staff recommends that Council approves the ILA with TWU. PRIOR ACTION/REVIEW (Council, Boards, Commissions) N/A FISCAL INFORMATION Estimated reimbursement from TWU — not to exceed $70,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance with ILA Respectfully submitted: Brian Jahn Traffic Engineer AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AND DELIVER AN INTERLOCAL COOPERATION AGREEMENT FOR CONDUCTING A TRAFFIC STUDY TO DETERMINE THE IMPACTS OF A POTENTIAL CLOSURE OF A PORTION OF BELL AVENUE BETWEEN THE CITY OF DENTON AND TEXAS WOMAN'S UNIVERSITY, REGARDING THE CITY'S REQUEST FOR REIMBURSEMENT OF A PORTION OF THE COST OF PERFORMING THE STUDY THAT ARE SPECIFIED IN THE AGREEMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREOF; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ("City") owns and maintains a system of roadways as identified in its Mobility Plan; and WHEREAS, the City is currently in the process of updating its Mobility Plan; and WHEREAS, Texas Woman's University ("TWU") has requested the City conduct a traffic study of the impacts associated with the potential closure of Bell Avenue between Chapel Drive and College Street; and WHEREAS, the City has negotiated a change order to the existing Mobility Plan Update contract in an amount not to exceed $140,000 to perform this study; and WHEREAS, the City and TWU wish to cooperate in the completion of the study; and WHEREAS, TWU is authorized to enter into an agreement with the City to reimburse the City for up to 50% of the study costs not to exceed an amount of $70,000; and WHEREAS, the City Council having considered the Agreement offered by TWU, and considering the importance of the Project to the citizens of Denton, believes it should approve the above -referenced Agreement by and between the City and TWU; 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 as true and as if fully set forth in the body of this ordinance. SECTION 2. The City Manager, or his designee, is authorized to execute, on behalf of the City and Citizens of Denton, the Interlocal Cooperation Agreement between the City and TWU, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes. SECTION 3. The City Manager, or his designee, is further authorized to carry out all duties and agreements to be performed by the City under the Agreement, including, but not limited to, the expenditure of funds. SECTION 4. 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 Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of 52019. CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: EXHIBIT "A" STATE OF TEXAS § COUNTY OF DENTON § INTERLOCAL COOPERATION AGREEMENT BETWEEN THE TEXAS WOMAN'S UNIVERSITY AND THE CITY OF DENTON THIS AGREEMENT is made and entered into by and between The Texas Woman's University (hereinafter "TWU") and the City of Denton, a Texas home rule municipal corporation (hereinafter "City"). TWU and the City are referred to individually as "Party" and are collectively referred to herein as "Parties." This Agreement is for the purpose of providing for cost and duty allocation of a traffic study to be conducted to assess the impact of street closure within the TWU campus (hereinafter "Project"); and WHEREAS, TWU and the City mutually desire to be subject to the provisions of Texas Government Code Chapter 791, the Interlocal Cooperation Act, which provides authorization for a local government to contract with one or more local governments or other state agencies to perform governmental functions and services under the terms of the Act; and WHEREAS, TWU intends to close Bell Avenue between Chapel Drive and Texas Street as part of the campus master plan; and WHEREAS, the City is in the process of planning improvements to Mingo Road from Bell Avenue to Old North, which is on the south border of the TWU campus; and WHEREAS, the City and TWU agree a Traffic Study to identify the impacts of the proposed campus master plan and land use changes on the surrounding transportation system is proper; NOW THEREFORE, the City and TWU, for the mutual consideration stated herein, agree and understand as follows: WITNESSETH: I. This agreement shall be effective as of 2019 and continue unless terminated as provided herein or upon the completion of the Traffic Study and payment of all outstanding invoices related thereto. II. Pursuant to Texas Government Code § 791.011, the Parties hereto agree that the purpose of this Agreement is to ensure that certain government functions and services in the area of requesting and conducting a Traffic Study related to future street changes is completed. The Parties further agree that each of them is authorized to perform the functions and services contemplated under this Agreement. III. City and TWU agree that the scope of the Traffic Study shall be as more fully described and depicted in Exhibit "A" attached hereto, and incorporated herein and if set out fully. City shall be responsible for hiring the traffic consultant charged with conducting and completing the Traffic Study under the guidelines of Exhibit "A," City and TWU shall share respectively all costs associated with the Traffic Study, each Party hereby responsible for an amount not to exceed $70,000.00 each, of the total cost of $140,000.00. IV. City agrees that it is responsible for direct payment of invoices from the traffic consultant. TWU agrees that it will provide payment of up to $70,000.00 directly to the City within thirty (30) days of TWU's receipt of the traffic consultant's invoice from the City at the address below. V. In the performance of their respective duties hereunder, the Parties hereto, and their respective employees and agents, are at all times acting and performing as independent contractors of each other. No Party will have the authority to act for or bind another Party in any respect or to incur or assume any expense, debt, obligation, liability, tax, or responsibility on behalf of or in the name of another Party hereto, with the exception of the City's hiring and retention of a traffic consultant as contemplated herein, wherein TWU agrees to pay the cost share specified above. TWU agrees and understands that TWU, its employees, servants, agents, and representatives shall at no time represent themselves to be employees, servants, agents, and/or representatives of the City. The City agrees and understands that the City, its employees, servants, agents, and representatives shall at no time represent themselves to be employees, servants, agents, and/or representatives of TWU. VI. TWU shall be responsible for the acts, negligence, and/or omissions of all TWU employees, agents, subcontractors, and/or contract laborers and for all other persons doing work under a contract or agreement with TWU. VII. The City shall be responsible for the acts, negligence, and/or omissions of all City employees, agents, subcontractors, and/or contract laborers and for all other persons doing work under a contract or agreement with the City. VIII. This Agreement is not intended to extend the liability of the Parties beyond that provided by law, Neither TWU nor the City waive, nor shall be deemed to have hereby waived, any immunity or defense that would otherwise be available to it against claims made by third parties. IX. The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the Parties hereto, shall be governed by the laws of the State of Texas. Further, this Agreement shall be performable in Denton County, Texas. X. In the event that any portion of this Agreement shall be found to be contrary to law, it is the intent of the Parties hereto that the remaining portions shall remain valid and in full force and effect to the extent possible. XI. The undersigned officer and/or agents of the Parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the Parties hereto, and each party hereby certifies to the other that any necessary resolutions extending said authority have been duly passed and are now in full force and effect. XII. This Agreement and its exhibits represent the entire agreement between TWU and the City and supersedes all prior negotiations, representations, and/or agreements, either written or oral, with respect to the subject matter hereto. This Agreement may be amended only by written instrument signed by the governing bodies of both TWU and the City, or those authorized to sign on behalf of those governing bodies. XIII. This Agreement.becomes effective when signed by the last party whose signing makes the respective Agreement fully executed. XIV. This Agreement may be terminated by written agreement of the Parties. Xv. Any written notice that may be necessary under this Agreement shall be delivered certified mail, return receipt requested, to the respective parties addressed as follows: For City: Todd Hileman, City Manager City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 City Copy to: Todd Hileman, City Manager 215 East McKinney Street Denton, Texas 76201 For TWU: TWU Copy to: Executed this day of 12019. Texas Woman's University R, Jason Tomlinson _ VP Finance & Admin and CFO By: -- APPROVED AS TO LEGAL FORM: By:r, Assistant Genera(Council The City of Denton 215 E. McKinney Street Denton, Texas 76201 By: ATTEST: ROSA RIOS, CITY SECRETARY By: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obiiga 1 is an bt In ss terms. Signature Clry� W� Title Department r Date Signed: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNE By: Todd Hlleman, City Manager, City of Denton Acting by and on behalf of the City of Denton EXHIBIT A SCOPE OF SERVICES This Scope of Services is submitted to perform a Traffic Study for Texas Women's University (TWU) campus area at Bell Avenue in Denton, Texas. Bell Avenue is expected to be closed for traffic operation from Chapel Drive to Texas Street. The study area includes the Bell Avenue corridor between Chapel Drive and Texas Street in Denton, Texas, as shown in Figure 1. The area includes transit operations provided by Denton County Transit Authority (DCTA) transit service. Our Scope of Services is presented below in three stages. Any changes to the assumed scope of services will result in increased costs. TWU and the City of Denton must provide the following information before initiation of work: 1. Site plan identifying the following items: a. Proposed land use types, sizes, and acreage of tract b. Existing and proposed zoning on tract c. Proposed driveway location/ plans; 2. Scheduled buildout of proposed land uses, if any; and 3. Electronic copy of the site plan Figure 1- Study Area Location Belt Avenue Closure Study Area Bell Avenue Closed Section E-1- Texas Women's University t1.i I. Project Management / Establish Scope of Work • Meet with City of Denton to obtain approved Scope of Work. The approved scope of work will be used to prepare a report that documents our findings and recommendations for submission to the City. Two (2) meetings have been assumed for budget purposes. • Coordinate with the City to discuss and review project status, coordinate and obtain any information and any other project needs. Up to Five (5) coordination meetings have been assumed for budget purposes. • Coordinate with TWU and DCTA to obtain site plans, details on proposed changes, and transit service information. Up to Two (2) coordination meetings have been assumed for budget purposes. TRAFFIC II. Preparation of Traffic Study A. Data Collection. In Phase ii, Part A, the following services would be performed: • Observe existing traffic operations on the study area network to note operational problems, traffic patterns, etc. • Obtain, 24-hour bi-directional tube counts at the locations listed in Table 1. • Obtain 15 -minute peak hour turning movement counts (TMC) for AM, Mid-day, and PM peak periods (7:00 to 9:00 AM, 11:00 to 1:00 PM, and 4:00 to 6:00 PM) at the existing study area intersections listed in Table 2. • Collect bicycle counts at all TMC count locations during the time periods between 11:00AM and S:OOPM. • Collect pedestrian counts at all TMC count locations during the time periods between 11:00AM and 5:0013M. Table 1: Tube Count Locations 1• -.U.niversity Dr. West of N Carroll Blvd. 2. N Elm St. North of University Dr. (uni-directional) 3. N Locust St. South of E McKinney St. (uni-directional) 4. N Carroll Blvd. South of W McKinney St, 5. N Carroll Blvd. North of University Dr 6. N Bell Ave. North of Sherman Dr. 7. N Bell Ave. South of Woodland St. 8. N Bell Ave. South of Chapel Dr. g• N Bell Ave. South of E McKinney St. 10, Old North Rd. North of University Dr. 11, University Dr. East of Old North Rd. 12. University Dr. West of N Bell Ave. 13. ...University Dr. East of N Bell Ave. 14. Nottingham Dr. South of Mingo Rd. 15. Mingo Rd. East of N Bell Ave. 16, N Ruddell St. North of Mingo Rd. Table 2. TMC Locations B. Existing Condition Analysis In Phase ll, Part B, the following services will be performed: • Coordinate with the City to obtain traffic signal plans at the area intersections. (WPM/LJA) • Obtain any available traffic counts or parking data from TWU. (WPM) • Review any trip generation studies available for the TWU campus as a part of Traffic Impact Analysis (TIA). This will serve as the basis of trip generation/trip distribution. (UA) • Review ITE Trip Generation Manual to obtain trip generation factors. (UA) • Estimate background and site -generated traffic. (UA) • Analyze transit re-routing options. (WPM) • Obstruct traffic flow along the section of Bell Avenue from Chapel Drive to Texas Street in City's Travel Demand Model (TDM) to perform a high level select link analysis (single execution) to obtain percentage traffic shift on the system. This scope assumes the use of existing interface and macros to run the City of Denton TDM and does not include any changes in the interface or macros. It should be noted that No Calibration will be performed on the TDM. (WPM) • Distribute the site generated traffic through the access points including the intersections and adjacent streets. (UA) • Perform capacity analyses at the 21 intersections for the existing traffic and geometric conditions to determine Levels of Service using Synchro. (UA) 1. Old North Rd. and University Dr. 2. Mockingbird Ln. and Mingo Rd. 3, Nottingham Dr. and University Dr. 4. Nottingham Dr. and Mingo Rd. S. Ruddell St. and University Dr. 6, Ruddell St. and Mingo Rd. 7. N Bell Ave. and Sherman Dr. 8. N Bell Ave. and University Dr. 9. N Bell Ave. and Chapel Dr. 10. N Bell Ave. and Texas St. 11. N Bell Ave. and Mingo Rd. 12. N Bell Ave. and E McKinney St. 13. N Locust St. and University Dr. 14. N Locust St. and Oakland St. 1S, N Locust St. and E Parkway St. 16. N Locust St. and E McKinney St. 17, N Elm St. and University Dr. 18. N Elm St. and E Parkway St. 19. N Elm St. and E McKinney St. 20. N Carroll Blvd. and University Dr. 21, N Carroll Blvd. and W McKinney St. B. Existing Condition Analysis In Phase ll, Part B, the following services will be performed: • Coordinate with the City to obtain traffic signal plans at the area intersections. (WPM/LJA) • Obtain any available traffic counts or parking data from TWU. (WPM) • Review any trip generation studies available for the TWU campus as a part of Traffic Impact Analysis (TIA). This will serve as the basis of trip generation/trip distribution. (UA) • Review ITE Trip Generation Manual to obtain trip generation factors. (UA) • Estimate background and site -generated traffic. (UA) • Analyze transit re-routing options. (WPM) • Obstruct traffic flow along the section of Bell Avenue from Chapel Drive to Texas Street in City's Travel Demand Model (TDM) to perform a high level select link analysis (single execution) to obtain percentage traffic shift on the system. This scope assumes the use of existing interface and macros to run the City of Denton TDM and does not include any changes in the interface or macros. It should be noted that No Calibration will be performed on the TDM. (WPM) • Distribute the site generated traffic through the access points including the intersections and adjacent streets. (UA) • Perform capacity analyses at the 21 intersections for the existing traffic and geometric conditions to determine Levels of Service using Synchro. (UA) C. Traffic Forecasting. In Phase II, Part C, the following services will be performed: • Based on review of historic traffic data, socia -economic data, and City's TDM data, the consultant will develop a growth factor to obtain traffic projections for Year 2040. It should be noted that the historic AADT's will be obtained using TXDOT's STARS system. (WPM) • The Consultant will prepare line diagrams for existing and forecast traffic volumes that will be used as inputs for Synchro models. (WPM/L1A) • Traffic volumes will need to be refined and updated to reflect adjustments to traffic pattern for the specific scenario. (UA) • Perform capacity analyses at the 21 intersections for the future phase traffic and geometric conditions to determine levels of service using Synchro. (UA) D._.Alternatives Analysis, In Phase 11, Part D, the following services will be performed: • The Consultant will work with the City to include applicable scenarios with potential alternative solutions, such as roundabouts or other capacity additions, as needed, at the intersections in the study area. Based on the results of the analysis, up to two (2) scenarios will be tested using SYNCNRO software for the build year for the selected intersections. (WPM/UA) • The Consultant will assess the various solutions based on Synchro delay, ROW impact, environmental constraints, access points, ingress/egress, and safety to evaluate feasibility of these options. (UA) • The Consultant will develop conceptual alternative layouts showing the geometric improvements selected as part of the Synchro analysis for coordination with the City of Denton. (WPM/UA) E. Traffic 5tudv Report. In Phase 11, Part E, the following services will be performed: • Prepare the Traffic Study report to document analysis and recommendations for review by TWU/City of Denton. (WPM) • Prepare a final report that incorporates the comments received from TWU/City of Denton. (WPM) • Prepare typical cross sections of proposed recommendations, (WPM) III Additional Services Meetings/Discussions with TWU and City of Denton. Phase III would include additional team meetings, telephone calls, and meetings with TWU and City of Denton for discussion of the project after submission of the Traffic Study to the City. It also includes any additional analysis work outside the scope originally defined by City. This phase would be handled on an hourly basis. Fee Schedule Task Task Budget Task 1: Project Management $9,750 Task 2: Preparation of Traffic Study Task 2a: Data Collection $23,620 ($21,337 for traffic counts) Task 2b: Existing Conditions Analysis $34,160 Task 2c: Traffic Forecasting $26,310 Task 2d: Alternatives Analysis $23,680 Task 2e: Traffic Study Report $22,480 Project Total: $140,000 !W --U Traffic Studv — The fee for the scope of services as described in Exhibit A will be on a percent com olete bac is with a not to exceed budget of One hundred -and forty -thousand dollar 14 000 . City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2735, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, approving an agreement between the City and the Electric Reliability Council of Texas, Inc., a Texas Non -Profit Corporation ("ERCOT") that allows the City to provide Black Start Services to ERCOT; authorizing the expenditure of funds and providing for the receipt of funds from ERCOT; providing an effective date City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton -- - -- City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric CFO: Antonio Puente, Jr. DATE: November 12, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas Home -rule Municipal Corporation, approving an agreement between the City Electric Reliability Council of Texas, Inc., a Texas Non-profit Corporation ("ERCOT"), that allows the City to provide Black Start Service to ERCOT; authorizing the expenditure of funds and providing for the receipt of funds from ERCOT; and providing an effective date. BACKGROUND The City is a Market Participant and Resource Entity ("MP" & "RE") within the ERCOT, the Texas Independent System Operator ("ISO") and Reliability Coordinator ("RC") for the Texas electric grid. DME's electric system has been part of the Texas electric grid since its inception and has been subject to its reliability directives since the 1980's and more comprehensively since deregulation in 2001. ERCOT's primary responsibility is maintaining reliability of the electric grid and Black Start Service ("BSS") is a key component of system restoration in the event of a systemwide blackout of the ERCOT grid. BSS is a facility specific agreement and payments are made by ERCOT to RE's to provide the BSS service. Grid restoration, should it ever be needed, involves a highly coordinated set of actions, executed in strict adherence to ERCOT's plan and protocols. Key -for capability and location reasons- electric generation resources are required to initiate restoration generation so that the remainder of the grid can be restored reliably and safely. All ERCOT RE's and Load Serving Entities ("LSE") would be involved in grid restoration, however, the key generation resource facilities under a BSS contract are the only facilities specifically compensated for restoration. The ensures that generation resources are available and prepared in a ready state to respond if needed during a black out. DME BSS revenue by calendar year and prorated into approved FY2020 budget 2020 2021 BSS due DME $495,991.20 $495,991.20 ERCOT BSS will provide DME with additional sources of revenue for DEC that are already included in the approved FY 2020 budget. Without such contract, DEC, along with all other non -contracted facilities would provide support to restoration of the Texas electric grid and be uncompensated for same. The Public Utilities Board will consider approval of this item on November 11, 2019. RECOMMENDATION DME recommends that the City Council approve an ordinance authorizing the City Manager to execute the required approval documents to execute the ERCOT Black Start Service contract for calendar years 2020 & 2021. FISCAL INFORMATION The City of Denton approved budget for fiscal year 2019-2020 includes revenues for this service contract. EXHIBITS 1. Exhibit 1- Agenda Information Sheet 2. Exhibit 2- Ordinance (with Attachment) 3. Exhibit 3- DME ERCOT BSS presentation Respectfully submitted: Terry Naulty Assistant General Manager, DME ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, APPROVING AN AGREEMENT BETWEEN THE CITY AND THE ELECTRIC RELIABILITY COUNCIL OF TEXAS, INC., A TEXAS NON-PROFIT CORPORATION ("ERCOT"), THAT ALLOWS THE CITY TO PROVIDE BLACK START SERVICES TO ERCOT; AUTHORIZING THE EXPENDITURE OF FUNDS AND PROVIDING FOR THE RECIEPT OF FUNDS FROM ERCOT; AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, the City's Denton Energy Center — the quick start electric generation facility - is an ERCOT generation resource that can start electric generation, for compensation, without the support of the ERCOT transmission grid ("Black Start Resource"); WHEREAS, the City would like its Black Start Resource, the Denton Energy Center, to provide Black Start Services ("BSS") to ERCOT; WHEREAS, for the City to provide BSS to ERCOT, the City and ERCOT need to enter into an agreement to establish the terms and conditions by which each will discharge their respective duties and responsibilities under the ERCOT rules; WHEREAS, the City Council finds that City providing BSS through its Black Start Resource, the Denton Energy Center, to ERCOT is in the best interest of both the citizens and ratepayers; NOW THEREFORE THE COUNCIL OF THE CITY OF DENTON ORDAINS: SECTION 1. The recitations and findings contained in the Preamble to this ordinance are incorporated by reference into this Ordinance; SECTION 2. The City Manager, or his designee, is authorized (a) to execute on behalf of the City (i) ERCOT's Black Start Services agreement in substantially the same form as Exhibit "A"; and, (ii) any other documents necessary for fulfilling the terms and conditions of the agreement; (b) to receive funds from ERCOT in accordance with the agreement; and (c) to make expenditures in accordance with the agreement; SECTION 3. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect; SECTION 4. This ordinance shall become effective January 1, 2020. The motion to approve this ordinance was made by , seconded by , and 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 S: 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, CITYA TORNEY BY: It Z f Exhibit "A" ERCOT Nodal Protocols Section 22 Attachment D: Standard Form Black Start Agreement TBD Page 1 of 16 Standard Form Black Start Agreement Between Insert Participant and Electric Reliability Council of Texas, Inc. This Black Start Agreement ("Agreement"), effective as of of ("Effective Date"), is entered into by and between Insert Participant, a [Insert State of Registration and Entity type] ("Participant") and Electric Reliability Council of Texas, Inc., a Texas non-profit corporation ("ERCOT"). R arital e WHEREAS: A. Participant is a Resource Entity as defined in the ERCOT Protocols, and Participant intends to provide Black Start Service (BSS); B. ERCOT is the Independent Organization certified under the Public Utility Regulatory Act, TEx. UTiL. CODE ANN. § 39.151 (Vernon 1998 & Supp. 2007) (PURA) for the ERCOT Region; and C. The Parties enter into this Agreement in order to establish the terms and conditions by which ERCOT and Participant will discharge their respective duties and responsibilities under the ERCOT Protocols. Agreements NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, ERCOT and Participant (the "Parties") hereby agree as follows: Section 1. Resource -Specific Terms. A. Start Date: B. Black Start Resource. (1) Description of Black Start Resource [including location, number of generators, metering scheme, etc.]: (2) (3) (4) C. Price: as described in more detail on Exhibit 1. Nameplate Capacity in MW: Delivery Point: Revenue Meter Location (use Resource IDs): Hourly Standby Price: $ per hour Page 2 of 16 D. Notice. All notices required to be given under this Agreement shall be in writing, and shall be deemed delivered three days after being deposited in the U.S. mail, first class postage prepaid, registered (or certified) mail, return receipt requested, addressed to the other Party at the address specified in this Agreement or shall be deemed delivered on the day of receipt if sent in another manner requiring a signed receipt, such as courier delivery or Federal Express delivery. Either Party may change its address for such notices by delivering to the other Party a written notice referring specifically to this Agreement. Notices required under the ERCOT Protocols shall be in accordance with the applicable Section of the ERCOT Protocols. If to ERCOT: Electric Reliability Council of Texas, Inc. 7620 Metro Center Drive Austin, Texas 78744-1654 Tel No. (512) 225-7000 If to Participant: [Insert Participant Name] [Insert Contact Person/Dept.] [Insert Street Address] [Insert City, State Zip] [Insert Telephone] [Insert Facsimile] Section 2. Definitions. A. Unless herein defined, all definitions and acronyms found in the ERCOT Protocols shall be incorporated by reference into this Agreement. B. "ERCOT Protocols" shall mean the document adopted by ERCOT, including any attachments or exhibits referenced in that document, as amended from time to time, that contains the scheduling, operating, planning, reliability, and Settlement (including Customer registration) policies, rules, guidelines, procedures, standards, and criteria of ERCOT. For the purposes of determining responsibilities and rights at a given time, the ERCOT Protocols, as amended in accordance with the change procedure(s) described in the ERCOT Protocols, in effect at the time of the performance or non-performance of an action, shall govern with respect to that action. Section 3. Term and Termination. A. Term. (1) This Agreement is effective beginning on the Effective Date. (2) The full term ("Full Term") of this Agreement begins on the Start Date and continues for a period of two years. B. Termination by Participant. Participant may, at its option, terminate this Agreement immediately upon the failure of ERCOT to continue to be certified by the Public Utility Page 3 of 16 Commission of Texas (PUCT) as the Independent Organization under PURA §39.151 without the immediate certification of another Independent Organization under PURA §39.151. C. Effect of Termination and Survival of Terms. If this Agreement is terminated by a Party pursuant to the terms hereof, the rights and obligations of the Parties hereunder shall terminate, except that the rights and obligations of the Parties that have accrued under this Agreement prior to the date of termination shall survive. Section 4. Representations, Warranties, and Covenants. A. Participant represents, warrants, and covenants that: (1) Participant is duly organized, validly existing, and in good standing under the laws of the jurisdiction under which it is organized, and is authorized to do business in Texas; (2) Participant has full power and authority to enter into this Agreement and perform all of Participant's obligations, representations, warranties, and covenants under this Agreement; (3) Participant's past, present, and future agreements or Participant's organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to which Participant is a party or by which its assets or properties are bound do not materially affect performance of Participant's obligations under this Agreement; (4) The execution, delivery, and performance of this Agreement by Participant have been duly authorized by all requisite action of its governing body; (5) Except as set out in an exhibit (if any) to this Agreement, ERCOT has not, within the 24 months preceding the Effective Date, terminated for Default any Prior Agreement with Participant, any company of which Participant is a successor in interest, or any Affiliate of Participant; (6) If any Defaults are disclosed on any such exhibit mentioned in subsection 4(A)(5), either (a) ERCOT has been paid, before execution of this Agreement, all sums due to it in relation to such Prior Agreement, or (b) ERCOT, in its reasonable judgment, has determined that this Agreement is necessary for system reliability, and Participant has made alternate arrangements satisfactory to ERCOT for the resolution of the Default under the Prior Agreement; (7) Participant has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits, and other authorizations and has taken, or will take prior to beginning performance under this Agreement, all actions required by applicable laws or governmental regulations except licenses, registrations, certifications, permits or other authorizations that do not materially affect performance under this Agreement; (8) Participant is not in violation of any laws, ordinances, or governmental rules, regulations, or order of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; Page 4 of 16 (9) Participant is not Bankrupt, does not contemplate becoming Bankrupt nor, to its knowledge, will become Bankrupt; (10) Participant acknowledges that it has received and is familiar with the ERCOT Protocols; and (11) Participant acknowledges and affirms that the foregoing representations, warranties, and covenants are continuing in nature throughout the term of this Agreement. For purposes of this Section, "materially affecting performance" means resulting in a materially adverse effect on Participant's performance of its obligations under this Agreement. B. ERCOT represents, warrants, and covenants that: (1) ERCOT is the Independent Organization certified under PURA §39.151 for the ERCOT Region; (2) ERCOT is duly organized, validly existing, and in good standing under the laws of Texas, and is authorized to do business in Texas; (3) ERCOT has full power and authority to enter into this Agreement and perform all of ERCOT's obligations, representations, warranties and covenants under this Agreement; (4) ERCOT's past, present and future agreements or ERCOT's organizational charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease, agreement, order, judgment, or decree to which ERCOT is a party or by which its assets or properties are bound do not materially affect performance of ERCOT's obligations under this Agreement; (5) The execution, delivery, and performance of this Agreement by ERCOT have been duly authorized by all requisite action of its governing body; (6) ERCOT has obtained, or will obtain prior to beginning performance under this Agreement, all licenses, registrations, certifications, permits and other authorizations and has taken, or will take prior to beginning performance under this Agreement, all actions required by applicable laws or governmental regulations except licenses, registrations, certifications, permits or other authorizations that do not materially affect performance under this Agreement; (7) ERCOT is not in violation of any laws, ordinances, or governmental rules, regulations or order of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; (8) ERCOT is not Bankrupt, does not contemplate becoming Bankrupt nor, to its knowledge, will become Bankrupt; and (9) ERCOT acknowledges and affirms that the foregoing representations, warranties, and covenants are continuing in nature throughout the term of this Agreement. For purposes of this Section, "materially affecting performance" means resulting in a materially adverse effect on ERCOT's performance of its obligations under this Agreement. Section 5. Participant Obligations. Page 5 of 16 A. Participant shall comply with, and be bound by, all ERCOT Protocols, ERCOT Operating Guides, and the North American Electric Reliability Corporation (NERC) Reliability Standards as they pertain to operation of a Black Start Resource by a Resource Entity. B. Participant shall not take any action, without first providing written notice to ERCOT and reasonable time for ERCOT and Market Participants to respond, that would cause a Market Participant within the ERCOT Region that is not a "public utility" under the Federal Power Act, 16 U.S.C. § 824(e)(2005), or ERCOT itself to become a "public utility" under the Federal Power Act or become subject to the plenary jurisdiction of the Federal Energy Regulatory Commission (FERC). Section 6. ERCOT Obligations. _ A. ERCOT shall comply with, and be bound by, all ERCOT Protocols. B. ERCOT shall not take any action, without first providing written notice to Participant and reasonable time for Participant and other Market Participants to respond, that would cause Participant if Participant is not a "public utility" under the Federal Power Act, or ERCOT itself to become a "public utility" under the Federal Power Act or become subject to the plenary jurisdiction of the FERC. If ERCOT receives any notice similar to that described in Section 5(B) from any Market Participant, ERCOT shall provide notice of same to Participant. Section 7. Black Start Decertification. If a Black Start Resource does not remain certified, or if it is in default as described in Section 10(A)(2)(e) during the term of this Agreement, then the Hourly Standby Fee is reduced to zero for the remainder of the Full Term, and Participant will be required to refund to ERCOT certain amounts paid by ERCOT under this Agreement during the Full Term as described in the ERCOT Protocols. Section 8. Operation. A. Black Start Resource Maintenance. Before the start of the contract year, Participant shall furnish ERCOT with its proposed schedule for Planned Outages for inspection, repair, maintenance, and overhaul of the Black Start Resource for the contract year. Participant will promptly advise ERCOT of any later changes to the schedule. The specific times for Planned Outages of the Black Start Resource must be approved by ERCOT. Such approval may be withheld if necessary to assure reliability of the ERCOT System. ERCOT shall, if requested by Participant, endeavor to accommodate changes to the schedule to the extent that reliability of the ERCOT System is not materially affected by those changes. In all cases, ERCOT must find a time for Participant to perform maintenance in a reasonable timeframe as defined by Good Utility Practice. B. Planning Data. Participant shall timely report to ERCOT those items and conditions necessary for ERCOT's internal planning and compliance with ERCOT's guidelines in effect from time to time. The information supplied must include, without limitation, the following: (1) Availability Plan for each hour of the next Operating Day submitted by 0600 of the preceding day; and Page 6 of 16 (2) Revised Availability Plan reflecting changes in hourly availability of Black Start Capacity status as indicated in a revised Availability Plan as soon as reasonably practical, but in no event later than 60 minutes after the event that caused the change. C. Testing. Participant shall perform quarterly Black Start Resource Availability Tests as described in these Protocols. D. Delivery. (1) ERCOT will make every effort to notify the Participant, through its Qualified Scheduling Entity (QSE) or Transmission Service Provider (TSP), when the Black Start Resource must black start. It is, however the responsibility of the Participant to initiate the start-up process of Black Start Resources in preparation for system restoration. (2) If the ERCOT Transmission Grid at the Black Start Resource becomes deenergized and if Participant cannot communicate with either ERCOT or the Transmission Service Provider (TSP) and/or Distribution Service Provider (DSP) serving the Black Start Resource, then Participant shall follow the procedures specified for the Black Start Resource under ERCOT's Black Start plan in the Operating Guides, but Participant shall not commence delivering electric energy into the ERCOT System without specific instructions to do so from either ERCOT or the TSP and/or DSP serving the Black Start Resource. Section 9. Payment. A. Hourly Standby Fee Payments. ERCOT shall pay Participant the Hourly Standby Fee as described below, except as specified otherwise in Section 7 above. (1) Availability (a) "Available" means, with respect to a given hour, that Participant has declared, in its Availability Plan, that the Black Start Resource is able to start without a connection to the ERCOT Transmission Grid. (b) The Black Start Resource is not Available if: (i) The Black Start Resource utilizes a power pool outside of ERCOT to start and the transmission path(s) between the Resource and the other power pool is not available due to an outage; or (ii) The Black Start Resource utilizes a power pool outside of ERCOT to start but fails to maintain a firm standby supply contract for that power pool; or (iii) The Black Start Resource has failed a Black Start Resource Availability Test, as described in the ERCOT Protocols or Operating Guides and has not passed a subsequent Black Start Resource Availability Test; or Page 7 of 16 (iv) The Black Start Resource has failed to start when required under this Agreement, and has not passed a subsequent Black Start Resource Availability Test; or (v) The Black Start Resource failed to perform when issued a Dispatch Instruction to come On -Line any time other than for BSS and has not passed a subsequent Black Start Resource Availability Test. (c) ERCOT shall use the Black Start Resource's Availability Plan as the source of Black Start Resource availability information. (2) "Black Start Service Hourly Rolling Equivalent Availability Factor (BSSHREAF)" means, with respect to a given hour, the quotient (expressed as a percentage) of (a) the number of hours, including the given hour and the immediately preceding 4,379 hours, in which the Black Start Resource was Available, divided by (b) 4,380; provided that, to the extent that 4,379 hours have not elapsed since the Start Date (the difference between 4,379 and the hours that have elapsed being referred to herein as the "Assumed Hours"), the Black Start Resource shall be deemed, for purposes of this calculation, to be Available for the Assumed Hour unless the Black Start Resource has failed to perform in response to a blackout event or when a Dispatch Instruction to come On -Line has been issued. Participant's failure to perform shall be subject to possible claw -back of its Hourly Standby Fee and reduced payment during the Assumed Hours period. A Force Majeure Event is treated the same as any other cause for unavailability for the purposes of calculating BSSHREAF. (3) "Hourly Standby Fee" means, with respect to a given hour, the result determined from the following table: Black Start Service Hourly Rolling Hourly Standby Fee Availability Factor (BSSHREAF) If BSSHREAF is more than or equal Hourly Standby Price ($) to 85% If BSSHREAF is less than 85% but Hourly Standby Price * [100% -(85% - more than 35% BSSHREAF) * 2] ($) If BSSHREAF is equal to or less Zero than 35% Section 10. Default. A. Event of Default. (1) Failure by Participant to (i) pay when due, any payment or Financial Security obligation owed to ERCOT or its designee, if applicable, under any agreement with ERCOT ("Payment Breach"), or (ii) designate/maintain an association with a QSE (if required by the ERCOT Protocols) ("QSE Affiliation Breach"), shall constitute a material breach and event of default ("Default") unless cured within Page 8 of 16 one (1) Business Day after ERCOT delivers written notice of the breach to Participant. Provided further that if such a material breach, regardless of whether such breach is cured within the allotted time after notice of the material breach, occurs more than three times within a rolling 12 -month period, the fourth such breach shall constitute a Default. (2) A material breach other than a Payment Breach or a QSE Affiliation Breach includes any material failure by Participant to comply with the ERCOT Protocols. A material breach under this subsection shall constitute an event of Default by Participant unless cured within fourteen (14) Business Days after delivery by ERCOT of written notice of the material breach to Participant. Participant must begin work or other efforts within three (3) Business Days to cure such material breach after delivery of the breach notice by ERCOT, and must prosecute such work or other efforts with reasonable diligence until the breach is cured. Provided further that if a material breach, regardless of whether such breach is cured within the allotted time after notice of the material breach, occurs more than three (3) times within a 12 -month period, the fourth such breach shall constitute a Default. A material breach under this subsection shall not result in a Default if the breach cannot reasonably be cured within fourteen (14) Business Days, and Participant: (a) Promptly provides ERCOT with written notice of the reasons why the breach cannot reasonably be cured within fourteen (14) Business Days; (b) Begins to work or other efforts to cure the breach within three (3) Business Days after ERCOT's delivery of the notice to Participant; and (c) Prosecutes the curative work or efforts with reasonable diligence until the curative work or efforts are completed. (3) The occurrence and continuation of any of the following events shall constitute an automatic Default by Participant: (a) Participant becomes Bankrupt, except for the filing of a petition in involuntary bankruptcy, or similar involuntary proceeding, that is dismissed within 90 days thereafter; (b) The Black Start Resource's operation is abandoned without an intent to return it to operation during the Full Term; (c) At any time, the Black Start Service Hourly Rolling Equivalent Availability Factor (BSSHREAF) is equal to or less than 50%; or (d) An Available Black Start Resource fails to perform successfully as required during a Partial Blackout or Blackout. (4) Except as otherwise excused herein, a material breach of this Agreement by ERCOT, including any material failure by ERCOT to comply with the ERCOT Protocols, other than a Payment Breach, shall constitute a Default by ERCOT unless cured within fourteen (14) Business Days after delivery by Participant of Page 9 of 16 written notice of the material breach to ERCOT. ERCOT must begin work or other efforts within three (3) Business Days to cure such material breach after delivery by Participant of written notice of such material breach by ERCOT and must prosecute such work or other efforts with reasonable diligence until the breach is cured. Provided further that if a material breach, regardless of whether such breach is cured within the allotted time after notice of the material breach, occurs more than three (3) times within a 12 -month period, the fourth such breach shall constitute a Default. (5) If, due to a Force Majeure Event, a Party is in breach with respect to any obligation hereunder, such breach shall not result in a Default by that Party. (6) Notwithstanding anything to the contrary, if Participant uses a Switchable Generation Resource (SWGR) as the Black Start Resource, the requirements or instructions of another Control Area Operator shall not constitute a Force Majeure Event or otherwise excuse the Participant from providing BSS or performing its obligations under this Agreement. B. Remedies for Default. (1) ERCOT's Remedies for Default. In the event of a Default by Participant, ERCOT may pursue any remedies ERCOT has under this Agreement, at law, or in equity, subject to the provisions of Section 12, Dispute Resolution, of this Agreement. In the event of a Default by Participant, if the ERCOT Protocols do not specify a remedy for a particular Default, ERCOT may, at its option, upon written notice to Participant, immediately terminate this Agreement, with termination to be effective upon the date of delivery of notice. In the event of Participant's bankruptcy, Participant waives any right to challenge ERCOT's right to set-off amounts ERCOT owes to Participant by the amount of any sums owed by Participant to ERCOT, including any amounts owed pursuant to the operation of the Protocols. (2) Participant's Remedies for Default. (a) Unless otherwise specified in this Agreement or in the ERCOT Protocols, and subject to the provisions of Section 12, Dispute Resolution, of this Agreement, in the event of a Default by ERCOT, Participant's remedies shall be limited to: (i) Immediate termination of this Agreement upon written notice to ERCOT; (ii) Monetary recovery in accordance with the Settlement procedures set forth in the ERCOT Protocols; and (iii) Specific performance. (b) However, in the event of a material breach by ERCOT of any of its representations, warranties or covenants, Participant's sole remedy shall be immediate termination of this Agreement upon written notice to ERCOT. Page 10 of 16 (3) A Default or breach of this Agreement by a Party shall not relieve either Party of the obligation to comply with the ERCOT Protocols. C. Force Majeure. (1) If, due to a Force Majeure Event, either Party is in breach of this Agreement with respect to any obligation hereunder, such Party shall take reasonable steps, consistent with Good Utility Practice, to remedy such breach. If either Party is unable to fulfill any obligation by reason of a Force Majeure Event, it shall give notice and the full particulars of the obligations affected by such Force Majeure Event to the other Party in writing or by telephone (if followed by written notice) as soon as reasonably practicable, but not later than fourteen (14) calendar days, after such Party becomes aware of the event. A failure to give timely notice of the Force Majeure event shall constitute a waiver of the claim of Force Majeure Event. The Party experiencing the Force Majeure Event shall also provide notice, as soon as reasonably practicable, when the Force Majeure Event ends. (2) Notwithstanding the foregoing, a Force Majeure Event does not relieve a Party affected by a Force Maj eure Event of its obligation to make payments or of any consequences of non-performance pursuant to the ERCOT Protocols or under this Agreement, except that the excuse from Default provided by subsection IO(A)(5) above is still effective. D. Duty to Mitigate. Except as expressly provided otherwise herein, each Party shall use commercially reasonable efforts to mitigate any damages it may incur as a result of the other Party's performance or non-performance of this Agreement. Section 11. Limitation of Damages and Liability and Indemnification. A. EXCEPT AS EXPRESSLY LIMITED IN THIS AGREEMENT OR THE ERCOT PROTOCOLS, ERCOT OR PARTICIPANT MAY SEEK FROM THE OTHER, THROUGH APPLICABLE DISPUTE RESOLUTION PROCEDURES SET FORTH IN THE ERCOT PROTOCOLS, ANY MONETARY DAMAGES OR OTHER REMEDY OTHERWISE ALLOWABLE UNDER TEXAS LAW, AS DAMAGES FOR DEFAULT OR BREACH OF THE OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR INJURY THAT MAY OCCUR, IN WHOLE OR IN PART, AS A RESULT OF A DEFAULT UNDER THIS AGREEMENT, A TORT, OR ANY OTHER CAUSE, WHETHER OR NOT A PARTY HAD KNOWLEDGE OF THE CIRCUMSTANCES THAT RESULTED IN THE SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR INJURY, OR COULD HAVE FORESEEN THAT SUCH DAMAGES OR INJURY WOULD OCCUR. B. With respect to any dispute regarding a Default or breach by ERCOT of its obligations under this Agreement, ERCOT expressly waives any Limitation of Liability to which it may be entitled under the Charitable Immunity and Liability Act of 1987, Tex. Civ. Prac. & Rem. Code §84.006, or successor statute. C. The Parties have expressly agreed that, other than subsections A and B of this Section, this Agreement shall not include any other limitations of liability or indemnification Page 11 of 16 provisions, and that such issues shall be governed solely by applicable law, in a manner consistent with Section 13(A), Choice of Law and Venue, of this Agreement, regardless of any contrary provisions that may be included in or subsequently added to the ERCOT Protocols (outside of this Agreement). Section 12. Dispute Resolution. A. In the event of a dispute, including a dispute regarding a Default, under this Agreement, Parties to this Agreement shall first attempt resolution of the dispute using the applicable dispute resolution procedures set forth in the ERCOT Protocols. B. In the event of a dispute, including a dispute regarding a Default, under this Agreement, each Party shall bear its own costs and fees, including, but not limited to attorneys' fees, court costs, and its share of any mediation or arbitration fees. Section 13. Miscellaneous. A. Choice of Law and Venue. Notwithstanding anything to the contrary in this Agreement, this Agreement shall be deemed entered into and performable solely in Texas and, with the exception of matters governed exclusively by federal law, shall be governed by and construed and interpreted in accordance with the laws of the State of Texas that apply to contracts executed in and performed entirely within the State of Texas, without reference to any rules of conflict of laws. Neither Party waives primary jurisdiction as a defense; provided that any court suits regarding this Agreement shall be brought in a state or federal court located within Travis County, Texas, and the Parties hereby waive any defense of forum non-conveniens, except defenses under Tex. Civ. Prac. & Rem. Code § 15.002(b). B. Assi ng ment. (1) Notwithstanding anything herein to the contrary, a Party shall not assign or otherwise transfer all or any of its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed, except that a Party may assign or transfer its rights and obligations under this Agreement without the prior written consent of the other Party (if neither the assigning Party or the assignee is then in Default of any Agreement with ERCOT): (a) Where any such assignment or transfer is to an Affiliate of the Party; or (b) Where any such assignment or transfer is to a successor to or transferee of the direct or indirect ownership or operation of all or part of the Party, or its facilities; or (c) For collateral security purposes to aid in providing financing for itself, provided that the assigning Party will require any secured party, trustee or mortgagee to notify the other Party of any such assignment. Any financing arrangement entered into by either Party pursuant to this Section will provide that prior to or upon the exercise of the secured party's, trustee's or mortgagee's assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the other Party of the date and particulars of any such exercise of assignment right(s). If Page 12 of 16 requested by the Party making any such collateral assignment to a Financing Person, the other Party shall execute and deliver a consent to such assignment containing customary provisions, including representations as to corporate authorization, enforceability of this Agreement and absence of known Defaults, notice of material breach pursuant to Section 10(A), notice of Default, and an opportunity for the Financing Person to cure a material breach pursuant to Section 10(A) prior to it becoming a Default. (2) An assigning Party shall provide prompt written notice of the assignment to the other Party. Any attempted assignment that violates this Section is void and ineffective. Any assignment under this Agreement shall not relieve either Party of its obligations under this Agreement, nor shall either Party's obligations be enlarged, in whole or in part, by reason thereof. C. No Third Party Beneficiar. Except with respect to the rights of the Financing Persons in subsection 13(B)(1)(c), (a) nothing in this Agreement nor any action taken hereunder shall be construed to create any duty, liability or standard of care to any third party, (b) no third party shall have any rights or interest, direct or indirect, in this Agreement or the services to be provided hereunder, and (c) this Agreement is intended solely for the benefit of the Parties, and the Parties expressly disclaim any intent to create any rights in any third party as a third party beneficiary to this Agreement or the services to be provided hereunder. Nothing in this Agreement shall create a contractual relationship between one Party and the customers of the other Party, nor shall it create a duty of any kind to such customers. D. No Waiver. Parties shall not be required to give notice to enforce strict adherence to all provisions of this Agreement. No breach or provision of this Agreement shall be deemed waived, modified or excused by a Party unless such waiver, modification or excuse is in writing and signed by an authorized officer of such Party. The failure by or delay of either Party in enforcing or exercising any of its rights under this Agreement shall (a) not be deemed a waiver, modification or excuse of such right or of any breach of the same or different provision of this Agreement, and (b) not prevent a subsequent enforcement or exercise of such right. Each Party shall be entitled to enforce the other Party's covenants and promises contained herein, notwithstanding the existence of any claim or cause of action against the enforcing Party under this Agreement or otherwise. E. Headings. Titles and headings of paragraphs and sections within this Agreement are provided merely for convenience and shall not be used or relied upon in construing this Agreement or the Parties' intentions with respect thereto. F. Severability. In the event that any of the provisions, or portions or applications thereof, of this Agreement is finally held to be unenforceable or invalid by any court of competent jurisdiction, that determination shall not affect the enforceability or validity of the remaining portions of this Agreement, and this Agreement shall continue in full force and effect as if it had been executed without the invalid provision; provided, however, if either Party determines, in its sole discretion, that there is a material change in this Agreement by reason thereof, the Parties shall promptly enter into negotiations to replace the unenforceable or invalid provision with a valid and enforceable provision. If the Page 13 of 16 Parties are not able to reach an agreement as the result of such negotiations within fourteen (14) days, either Party shall have the right to terminate this Agreement on three (3) days written notice. G. Entire Agreement. Any exhibits attached to this Agreement are incorporated into this Agreement by reference and made a part of this Agreement as if repeated verbatim in this Agreement. This Agreement represents the Parties' final and mutual understanding with respect to its subject matter. It replaces and supersedes any prior agreements or understandings, whether written or oral. No representations, inducements, promises, or agreements, oral or otherwise, have been relied upon or made by any Party, or anyone on behalf of a Party, that are not fully expressed in this Agreement. An agreement, statement, or promise not contained in this Agreement is not valid or binding. H. Amendment. The standard form of this Agreement may only be modified through the procedure for modifying ERCOT Protocols described in the ERCOT Protocols. Any changes to the terms of the standard form of this Agreement shall not take effect until a new Agreement is executed between the Parties. ERCOT's Right to Audit Participant. Participant shall keep detailed records for a period of three years of all activities under this Agreement giving rise to any information, statement, charge, payment or computation delivered to ERCOT under the ERCOT Protocols. Such records shall be retained and shall be available for audit or examination by ERCOT as hereinafter provided. ERCOT has the right during Business Hours and upon reasonable written notice and for reasonable cause to examine the records of Participant as necessary to verify the accuracy of any such information, statement, charge, payment or computation made under this Agreement. If any such examination reveals any inaccuracy in any such information, statement, charge, payment or computation, the necessary adjustments in such information, statement, charge, payment, computation, or procedures used in supporting its ongoing accuracy will be promptly made. J. Participant's Right to Audit ERCOT. Participant's right to data and audit of ERCOT shall be as described in the ERCOT Protocols and shall not exceed the rights described in the ERCOT Protocols. K. Further Assurances. Each Party agrees that during the term of this Agreement it will take such actions, provide such documents, do such things and provide such further assurances as may reasonably be requested by the other Party to permit performance of this Agreement. L. Conflicts. This Agreement is subject to applicable federal, state, and local laws, ordinances, rules, regulations, orders of any Governmental Authority and tariffs. Nothing in this Agreement may be construed as a waiver of any right to question or contest any federal, state and local law, ordinance, rule, regulation, order of any Governmental Authority, or tariff. In the event of a conflict between this Agreement and an applicable federal, state, and local law, ordinance, rule, regulation, order of any Governmental Authority or tariff, the applicable federal, state, and local law, ordinance, rule, regulation, order of any Governmental Authority or tariff shall prevail, provided that Participant shall give notice to ERCOT of any such conflict affecting Participant. In the event of a Page 14 of 16 conflict between the ERCOT Protocols and this Agreement, the provisions expressly set forth in this Agreement shall control. M. No Partnership. This Agreement may not be interpreted or construed to create an association, joint venture, or partnership between the Parties or to impose any partnership obligation or liability upon either Party. Neither Party has any right, power, or authority to enter any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party. N. Construction. In this Agreement, the following rules of construction apply, unless expressly provided otherwise or unless the context clearly requires otherwise: (1) The singular includes the plural, and the plural includes the singular. (2) The present tense includes the future tense, and the future tense includes the present tense. (3) Words importing any gender include the other gender. (4) The word "shall" denotes a duty. (5) The word "must" denotes a condition precedent or subsequent. (6) The word "may" denotes a privilege or discretionary power. (7) The phrase "may not" denotes a prohibition. (8) References to statutes, tariffs, regulations, or ERCOT Protocols include all provisions consolidating, amending, or replacing the statutes, tariffs, regulations, or ERCOT Protocols referred to. (9) References to "writing" include printing, typing, lithography, and other means of reproducing words in a tangible visible form. (10) The words "including," "includes," and "include" are deemed to be followed by the words "without limitation." (11) Any reference to a day, week, month or year is to a calendar day, week, month or year unless otherwise indicated. (12) References to articles, Sections (or subdivisions of Sections), exhibits, annexes or schedules are to this Agreement, unless expressly stated otherwise. (13) Unless expressly stated otherwise, references to agreements, ERCOT Protocols and other contractual instruments include all subsequent amendments and other modifications to the instruments, but only to the extent the amendments and other modifications are not prohibited by this Agreement. (14) References to persons or Entities include their respective successors and permitted assigns and, for governmental Entities, Entities succeeding to their respective functions and capacities. (15) References to time are to Central Prevailing Time (CPT). O. Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument. Page 15 of 16 SIGNED, ACCEPTED, AND AGREED TO by each undersigned signatory who, by signature hereto, represents and warrants that he or she has full power and authority to execute this Agreement. Electric Reliability Council of Texas, Inc.: By: Name: Title: Date: Participant: By: Name: Title: Date: Market Participant Name: Market Participant DUNS: Page 16 of 16 11/7/2019 ERCOT — Black Start Service "BSS" onetizing Denton Energy Center "DEC" J[Denton City Council D"TON YI�ILIl�1 EEECTAIC ID 19-2735 I_�►h�710171Ta'r DENTON Discussion•• What is Black Start Service and why is it needed DME's role during a Black Start process 3. Black Start requirements imposed on DEC 4. Benefits to DME & Rate Payers 0"TON 11L. "' L ' I E 10 T 41CID 19-2735 DEN['ON In the event of total power system failure or black out, BSS is the contract for specific generating units used to provide safe & reliable initial electric grid re -start. ■ ERCOT, as reliability coordinator for Texas, must plan for system recovery in the event of a system wide black out. ■ BSS - a paid contract between ERCOT & Resource Entity such as the DEC, to ensure that generators capable of restarting the electric grid are maintained, available at all times & capable of meeting operational compliance requirements. ■ DEC is one of a few generators in ERCOT capable of delivering energy to the grid without relying on the grid to start up pumps, motors, etc. ■ BSS is highly coordinated, highly systematic & highly critical to the grid. ■ 24 hour BSS provision requires two additional plant operators (in budget) O"TON tiz� E L C C T N I C ID 19-2735 4 DENTON 11/7/2019 2 ERCOT BSS -Requirements DME must perform and provide certain key elements: ➢ DME must pass ERCOT tests to ensure DEC is capable of providing BSS ➢ DEC must be able to start and run without external electric supply ➢ DEC must be able to operate at stable, low output and flexible levels and increase towards maximum as called upon V ➢ DEC must be awarded BSS through a competitive bidding process ➢ DEC must be able to initiate and steadily energize the electric grid, enabling other critical systems to operate and other generating units to begin generation ➢ Contract is currently for a 2 calendar year period V ➢ BSS provides a standby fee, so no extra operating hours unless a blackout occurs UNTON Azo E L i C T EI I C ID 19-2735 5 DENTON BSS — Key Benefits to DME ERCOT BSS is beneficial to DME and Customer/Owners: ➢ Source of incremental revenue for the DEC to offset debt and fixed costs $373,000 in FY 19/20 $496,000 in FY 20/21 ➢ BSS revenue is included in FY19/20 budget If a blackout occurs, Denton residents likely among first to re -gain power BSS does not increase DEC operating hours p NTQN 4ii xxioi i C l E C T R I C ID 19-2735 6 DENTON 11/7/2019 M [7] ID 19-2735 11/7/2019 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2176, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the execution of a contract of sale between the City of Denton, as buyer, and Pia Kornu, Kimbell Kornu, and Roger Kornu, as trustees for the Pia Kornu 2019 living trust, and Wen Tsei, individually, as sellers, for the purchase of a 71.34 acre tract of land, more or less, being situated in the M. Forrest Survey, abstract no. 0417, located in the City of Denton, Denton County, Texas, and on the south side of Mills Road, west of Trinity Road and north of East McKinney Street, for the purchase price of two million three hundred fifty-four thousand two hundred twenty dollars and no/00 ($2,354,220.00); authorizing the expenditure of funds therefor; providing for severability; and providing an effective date. City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects CM/ACM: Mario Canizares DATE: November 12, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the execution of a contract of sale between the City of Denton, as buyer, and Pia Kornu, Kimbell Kornu, and Roger Kornu, as trustees for the Pia Kornu 2019 living trust, and Wen Tsei, individually, as sellers, for the purchase of a 71.34 acre tract of land, more or less, being situated in the M. Forrest Survey, abstract no. 0417, located in the City of Denton, Denton County, Texas, and on the south side of Mills Road, west of Trinity Road and north of East McKinney Street, for the purchase price of two million three hundred fifty-four thousand two hundred twenty dollars and no/00 ($2,354,220.00); authorizing the expenditure of funds therefor; providing for severability; and providing an effective date. BACKGROUND In support of the Parks and Recreation Department's new park master plan, the City's Real Estate staff was engaged to assist with site selection activities for land suitable for Denton's future park system. The subject 71.34 acre property, located on the south side of Mills Road and west of Trinity Road Mills Road, was listed for sale at $40,000.00 per acre. There is a small lake on the property that may be desirable for a future park. The land is also identified as partially needed for the future extension of Post Oak Road. City staff entered into discussions with the property owner and negotiated a total purchase price of Two Million Three Hundred Fifty -Four Thousand Two Hundred Twenty Dollars ($2,354,220.00), which equates to $33,000.00 per acre. The property owner has executed a proposed contract. The final purchase price is subject to support of an independent appraisal and environmental clearance. Staff recommends approving the proposed ordinance to purchase the subject property in an amount up to $2,354,220.00. OPTIONS 1. Approve proposed ordinance 2. Decline to approve proposed ordinance RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) CC (Closed Session: September 10, 2019) to obtain Council direction FISCAL INFORMATION Funding is available in various accounts: • Tree Mitigation Fund: $2,283,632 • 2014 Bond Program: $1,005,000 EXHIBITS 1 - Agenda Information Sheet 2 - Site map 3 - Ordinance (subject Contract of Sale) Respectfully submitted: Deanna Cody, Deputy Director Capital Projects -Real Estate i,. w• 4 ` i k= x t i Illl'�is; Road • it i_ � -- �. f �. - - co Owned B Pia Kornu 2019 iFflr ' 1 1 Living Trust ;+� ► and Wen Tsai }' ��� 47 _ T.I. ,I ��.-+_ Rrt31"i T^ ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE EXECUTION OF A CONTRACT OF SALE BETWEEN THE CITY OF DENTON, AS BUYER, AND PIA KORNU, KIMBELL KORNU, AND ROGER KORNU, AS TRUSTEES FOR THE PIA KORNU 2019 LIVING TRUST, AND WEN TSEI, INDIVIDUALLY, AS SELLERS, FOR THE PURCHASE OF A 71.34 ACRE TRACT OF LAND, MORE OR LESS, BEING SITUATED IN THE M. FORREST SURVEY, ABSTRACT NO. 0417, LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND ON THE SOUTH SIDE OF MILLS ROAD, WEST OF TRINITY ROAD AND NORTH OF EAST MCKINNEY STREET, FOR THE PURCHASE PRICE OF TWO MILLION THREE HUNDRED FIFTY-FOUR THOUSAND TWO HUNDRED TWENTY DOLLARS AND NO/100 ($2,354,220.00); AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the above -captioned tract, containing approximately 71.34 acres of land, located on the south side of Mills Road, west of South Trinity Road and north of East McKinney Street, and more particularly described in Exhibit "A," attached hereto and made a part hereof for all purposes, (the "Property") may be put to public use and benefit; and WHEREAS, Pia Kornu, Kimbell Kornu, and Roger Kornu, as Trustees of The Pia Kornu 2019 Living Trust, and Wen Tsei, individually, (collectively, the "Owners") have agreed to sell the Property to the City of Denton (the "City") for the purchase price of Two Million Three Hundred Fifty -Four Thousand Two Hundred Twenty Dollars ($2,354,220.00); and WHEREAS, the City Council hereby finds that the Contract of Sale between the City and Owners serves a municipal and public use 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 authorized to: (a) execute the Contract of Sale between the City of Denton and the Owners, for the purchase price of $2,354,220.00 and under the terms and conditions set forth in the attached Exhibit "A," and (b) execute any other documents necessary for closing of the transaction contemplated by the Contract. SECTION 3. The City Manager is further authorized to make expenditures as set forth in the Contract. SECTION 4. If any section, article, paragraph, sentence, phrase, clause, or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 5. 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 - 1: Aye Nay Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2019. ATTEST: ROSA RIOS, CITY SECRETARY EN APPROVED AS TO LEGAL FORM: AARON L AL, /C�I/TY AT O Y BY: Page 2 CHRIS WATTS, MAYOR STATE OF TEXAS § COUNTY OF DENTON § CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract") is made this _ day of November, 2019, effective as of the date of execution hereof by Buyer, as defined herein (the "Effective Date"), by and between Wen Tsai, individually, and Pia Kornu, Kimbell Kornu, M.D., and Roger Kornu.M.D., as co -Trustees of The Pia Kornu 2019 Living Trust, (referred to herein collectively as "Seller") and the City of Denton, a Texas Home Rule Municipal Corporation of Denton County, Texas (referred to herein as "Buyer"). 1403 RIG._IMS. M WHEREAS, Seller owns that certain tract of land, being an approximately 71.34 acre tract of land in the M. Forrest Survey, Abstract 0417, City of Denton, Denton County, Texas as described in Document Number 2019-5038, recorded in the Denton County Deed Records, and being more particularly described on Exhibit "A," attached hereto and made a part hereof for all purposes, being located in Denton County, Texas (the "Land"); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys, and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property"). ARTICLE I SALE OF PROPERTY For the consideration hereinafter set forth, and upon the terms, conditions, and provisions herein contained, and subject to the reservations herein, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. Seller, subject to the limitation of such reservation made herein, shall reserve, for themselves, their heirs, devisees, successors, and assigns, all oil, gas, and other minerals in, on, and under and that may be produced from the Property. Seller, their heirs, devisees, successors, and assigns shall not have the right to use or access the surface of the Property, in any way, manner, or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas, and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas, and other minerals, and/or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas, and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining, or other exploration and/or production method, operation, process, or procedure would consume, deplete, or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S. W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. It is understood that the Property, or a portion thereof, may be subject to an existing oil and gas lease and that such oil and gas lease, to the extent it is valid and subsisting, shall not be subject to such surface use prohibitions, to the extent provided by law. However, (i) such oil and gas lease shall be considered an Exception, as defined below; and (ii) nothing contained herein shall be deemed as recognizing the validity or subsistence of such lease and/or operate as a revivor thereof. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of TWO MILLION THREE HUNDRED FIFTY-FOUR THOUSAND TWO HUNDRED TWENTY and NO/100 Dollars ($2,354,220.00) (the "Purchase Price"). 2.02 Earnest Money. Buyer shall deposit the sum of TWENTY THOUSAND and No/100 Dollars ($20,000.00), as Earnest Money (herein so called) with Fidelity National Title Agency, Inc., 5339 Spring Valley Road, Dallas, Texas 75254, (the "Title Company"), as escrow agent, within fourteen (14) calendar days after the Effective Date hereof. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. FA ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer, at Buyer's expense, a current Commitment for Title Insurance (the "Title Commitment") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of-way, encroachments, or any other outstanding claims, interests, estates, or equities of any nature (each of which are referred to herein as an "Exception"). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents"), including those described in the Title Commitment as exceptions to which the conveyance will be subject and/or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within twenty (20) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey"). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences, improvements, and structures of any kind, and other matters provided in items 1-4, 6a, 7a, 8, 11,13,16, 18, and 19 of Table A of the ALTA Minimum Standard Detail Requirements. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and/or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05 below. The description of the Property as set forth in the Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. Notwithstanding the Survey of the Property, the Purchase Price for the Property, as prescribed by Section 2.01, above, shall not be adjusted in the event the Survey shall determine the Property to be either larger or smaller than that depicted in Exhibit "A," attached hereto. 3.03 Review of Title Commitment, Survey, and Exception Documents. Buyer shall have a period of fifteen (15) calendar days (the "Title Review Period") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections"), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. 3 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within fifteen (15) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed fifteen (15) calendar day period, as may be extended by Buyer, in its sole discretion, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions (herein so called), or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (c) no exception will be permitted for "rights of parties in possession", unless otherwise agreed by Buyer; and (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the stated exceptions, amendments, and/or deletions, Buyer may object to any Exception it deems material, in its sole discretion. 4 ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period"), based on such appraisals, tests, examinations, studies, investigations, and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller, if requested by Seller, copies of (i) any and all non -confidential and non -privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS, AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true, and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease, or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. (e) The Seller has not received notice of, and has no other knowledge or information of, any R pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property. (f) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (g) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (h) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated, and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property, including without limitation, all personal property of any such tenants or parties, on or before the date of Closing. (i) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements and/or occupancy agreements and/or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments thereto (the "Leases"). (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance, or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing, or claims related thereto, concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. 2 (iv) Not sell, assign, lease, or convey any right, title, or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. (d) On or before Closing, Seller shall remove (i) any waste material or debris that are located upon, or may accumulate or otherwise be placed on the Property (the "Waste Material"), from the Property and dispose of same in accordance with all applicable statutes, regulations, rules, orders, and ordinances; and (ii) all personal property from the Property. It is expressly stipulated that (i) the Waste Material shall be deemed at all times the property of Seller; and (ii) Buyer may retain, destroy, or dispose of any property, of any kind or type, left or remaining on the Property at Closing (the "Abandoned Property"), without liability of any kind to Buyer and without payment of consideration of any kind to Seller. In the event Buyer shall elect to store said Abandoned Property, Buyer may store such Abandoned Property in the name, and at the expense, of Buyer. 5.02.A. Warranty of Buyer; Property Condition. Buyer represents and warrants to Seller that it has made, or will make prior to Closing, an independent inspection and evaluation of the Property and acknowledges that Seller has made no statements or representations concerning the present or future value of the Property, or the condition, including the environmental condition, of the Property. Except as otherwise specifically represented and warranted by Seller in this Contract, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, STATUTORY, OR IMPLIED, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, AND/OR MATERIALS CONTAINED OR LOCATED IN, ON, OR UNDER THE PROPERTY, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, AND/OR MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that it has relied solely upon its independent evaluation and examination of the Property, public records relating to the Property, and the independent evaluations and studies based thereon. Seller makes no warranty or representation as to the accuracy, completeness, or usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any third party. Seller assumes no liability for the accuracy, completeness, or usefulness of any material furnished by Seller, if any, and/or any other person or party. Reliance on any material so furnished is expressly disclaimed by Buyer, and shall not give rise to any cause, claim, or action against Seller. 7 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants, and agreements of Seller and Buyer contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants, and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants, and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract if, on the date of Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. 8 ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date (herein sometimes called), shall be forty five (45) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated herein, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The Special Warranty Deed, substantially in the form as attached hereto as Exhibit "B," subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; and (iii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Beer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money in the form of a check, cashier's check, or other immediately available funds; and (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item shall be adjusted or prorated between Seller and Buyer with respect to the Property: (a) Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated and submitted by Seller to the Denton County Tax Assessor as of the Closing Date. Ad valorem tax for the calendar year in which the Closing shall occur shall be tendered under Texas Tax Code Section 26, 11. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership E occurring prior to the date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is responsible for paying fees, costs, and expenses identified herein as being the responsibility of Seller. Buyer is responsible for paying all other fees, costs, and expenses related to Closing. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; (ii) Seller fails to meet, comply with, or perform any covenant, agreement, condition precedent, or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's remedies for the default, may, at Buyer's sole option, do any of the following: (i) Terminate this Contract by written notice delivered to Seller in which event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties, and obligations that are not waived by Buyer by its acceptance of Seller's title; and E (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedy for the default, may, at Seller's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money; -Qr (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic facsimile, by hand delivery, or by United States Mail, and shall be deemed to be delivered and received upon the earlier to occur of. (a) if provided by telephonic facsimile or hand delivery, the date provided, and (b) if provided by United State Mail, the date of the deposit in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: SELLER: BUYER: Wen Tsai, Deanna Cody, Deputy Director Pia, Kimbell and Roger Kornu, Co -Trustees Capital Projects -Real Estate of the Pia Kornu 2019 Living Trust 216 W. Mulberry Street 610 Via Ravello Apt 207 Denton, Texas 76201 Irving, TX 75039-3097 Telecopy: (940) 349-8951 Copies to: Q Co Realty Attn: Sinlo Lok, Realtor sinlolok@gmail.com sinlolok@yahoo.com Telecopy: Aaron Leal, City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement, and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective devisees, heirs, successors, and assigns. If requested by Buyer, Seller agrees to execute, acknowledge, and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.05 Risk of Loss. If any damage to the Property shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation, or liability, in which case the Earnest Money shall be immediately returned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive (i) in the case of damage, all insurance proceeds, if any; and (ii) in the case of eminent domain, all proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage to the Property in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned by Seller to Buyer at Closing, in form and substance satisfactory to Buyer, all interests of Seller in and to any and all insurance 12 proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed, and/or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute, and/or deliver, or cause to be performed, executed, and/or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of this Contract for all purposes. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of Denton, to Todd Hileman, City Manager of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of' the parties hereto may execute this Agreement by signing any such counterpart. 9.11 Business Days. If the Closing Date or the day of performance required or permitted under this Contract falls on a Saturday, Sunday, or Denton County holiday, then the Closing Date or the date of such performance, as the case may be, shall be the next following regular business day. 9.12 1031 Exchange. The Seller and Buyer acknowledge that a party may elect to effect the sale and purchase of the Property as an exchange pursuant to Section 1031 of the Internal Revenue Code (the "Electing Party"), provided the electing party utilizes the services of a "qualified intermediary" as defined in Treasury Regulation § 1.1031(k)(g)(4)(iii) ("Intermediary") to effectuate such Section 1031 exchange and will cooperate in the accomplishment of that purpose provided only that (i) the other party shall not be required to be vested in title to any parcel other than the Property, and (ii) the other party shall incur no liability or expense beyond those inherent in an acquisition of the Property for a cash payment nor be delayed in the Closing, The Electing Party may assign this Agreement to an Intermediary without the other party's consent for purposes of effectuating a 1031 exchange. Notwithstanding an assignment to or substitution of the Intermediary to act in place of the Electing Party, the Electing Party agrees to unconditionally guarantee the full and timely performance by the Intermediary of the representations, warranties, obligations, and undertakings of the Intermediary regarding a Section 1031 exchange, and in the event of breach, the other party may proceed 13 Wen Tsai BY: AUTHORIZED SIGN ORY, TITLE Executed by Seller on the 2V day of O �^/�^ 2019. SELLER: Pia Kornu, as Trustee of The Pia Kornu 2019 Living Trust AUTHORIZED SIGNATORY, TITLE Executed by Seller on the day of BUYER: TODD HILEMAN, CITY MANAGER 2019. Executed by Buyer on the day of 2019. ATTEST: ROSA RIOS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED AS TO Financial and operational obligations and Business terms. DEANNA CODY, DEPUTY DIRECTOR Capital Projects -Real Estate Date: 15 SELLER: Pia Kornu, as Co -Trustee of The Pia Kornu 2019 Living Trust BY: G Pia Kornu, Co -Trustee Executed by Seller on the — t4 V\, day of 2019. SELLER: Kimbell Kornu, M.D., as Co -Trustee of The Pia Kornu 2019 Living Trust Kimbell Kornu, M.D., Trustee Executed by Seller on the day of SELLER: Roger Kornu, M.D., as Co -Trustee of The Pia Kornu 2019 Living Trust mm Roger Kornu, M.D., Trustee Executed by Seller on the day of 2019. 15 SELLER: Pia Kornu, as Co -Trustee of The Pia Kornu 2019 Living Trust Pia Kornu, Co -Trustee Executed by Seller on the day of 2019. SELLER: Kimbell Kornu, M.D., as Co -Trustee of The Pia Kornu 2019 Living Trust s BY: V'�'-Idl Kimbell Kornu, .D., Trustee Executed by Seller on the 2. _q_ day of D C .+ n h e: 2019. SELLER: Roger Kornu, M.D., as Co -Trustee of The Pia Kornu 2019 Living Trust "A Roger Kornu, M.D., Trustee Executed by Seller on the day of 2019. 15 SELLER: Pia Kornu, as Co -Trustee of The Pia Kornu 2019 Living Trust Pia Kornu, Co -Trustee Executed by Seller on the day of 2019. SELLER: Kimbell Kornu, M.D., as Co -Trustee of The Pia Kornu 2019 Living Trust Kimbell Kornu, M.D., Trustee Executed by Seller on the day of 2019. SELLER: Roger Kornu, M.D as Co -Trustee of The Pia Kornu 2019 Living Trust SEE ATTACHED NOTARIZED DOCUMENT BY: Roger Worau, M.D., Trustee Executed by Seller on the day of 15 2019. SEE ATTACHED NOTARIZED DOCUMENT ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ORANGE On OCTOBER Y; 2019 before me, Christopher Gregory Thomas,Notary Public (insert name and title of the officer) personally appearedr % r'rl J who proved to me on the basis of satisfactory evidence to be the person( whose nameXis/�r'e subscribed to the within instrument and acknowledged to me that he/sh'e/th/6y executed the same in his/Vr/ttAir authorized capacity(igg), and that by his/hgr/thiir signatureX on the instrument the personal, or the entity upon behalf of which the personal acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CHRISTOPHER GREGORY THOMAS COMM. 0222T�A WITNESS my hand and official seal. d Notary Public - Calfomia ~ SAN BERNARDINO COUNTY My COMM. Expires MAY 03, 2022 Signature (Seal) BUYER: :• TODD HILEMAN, CITY MANAGER Executed by Buyer on the day of 2019. ATTEST: ROSA RIOS, CITY SECRETARY 0 APPROVED AS TO LEGAL FORM: AARON CITY ATTORNEY BY: v THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED AS TO Financial and operational obligations and Business terms. L ANNA C Y, DEPUTY DIREC` R Capital Proje� t -Real st Date: 16 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract, to perform its duties pursuant to the provisions of this Contract, and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Nancy P. Patterson, Atty Fee Attorney for Fidelity National Title Agency, Inc. 5339 Spring Valley Road Dallas, Texas 75254 Tel: 972-248-7992 Fax: 972-248-3751 Printed Name: Title: Contract receipt date: , 2019 17 EXHIBIT "A" to Contract of Sale Legal Description SCHEDULE A (continued) 4. Legal description of land: BEING all that certain lot, tract or parcel of land situated in the Morreau Forrest Survey, Abstract No. 417, Denton County, Texas, being a part of that certain called 86.943 acre tract of land conveyed by deed from Bertha A, Stroud, to W. Lamont Brown, and wife, Anne Brown, recorded in Volume 990, Page 640, Deed Records of Denton County, Texas, and being more particularly described as follows; BEGINNING at an iron rod found for corner in Hills Road, a public roadway, said point being the Northeast corner of that certain called 5.00 acre tract of land conveyed from W. Lamont Brown, and wife, Anne Brown, to Randall Gene Barber, and wife, Sherry Diane Barber, recorded in Volume 1182, Page 465, Deed Records of Denton County, Tcxas; THENCE S 88°38'04" E, 1198.17 feet with said road to an iron rod found for corner, said point being the Northwest corner of that certain tract of land conveyed by deed from W. Lamont Brown, at ux, to William 0. Abbott, et ux, recorded In Volume 1062, Page 712, Deed Records of Denton County, Texas; THENCE S 02°43'40" W. 676.04 feet with the West line of said Abbott tract to an iron rod found for corner at a fence corner, said point being the Southwest corner of said Abbott tract; THENCE S 04°13'06" W, 1657.69 feet with a fence line to a fence post for corner in a North line of Lot 7 of the subdivision of said Morreau Forrest Survey: THENCE N 85° 45'46" W, 1436.16 feet with a fence, being said North line, to a point for corner in the West line of said Lot 7; THENCE S 04"53'27" W, 1305.26 feet with said West line to a point for corner, being the Southwest corner of said Lot 7; THENCE N 41°38'00" W, 20.71 feet toa fence post for corner; THENCE N 04°53'27" E, 1290.84 feet with a fence to a fence post for corner; THENCE S 85°45'46" E, 15.03 feet to a point for corner; THENCE N 04"07'46" E, 1393.39 feet along or near a fence to an iron rod found for corner, said point being the Southwest corner of said Barber tract; THENCE S 86"05'45" E. 248.80 feet with the South line of said Barber tract to an iron rod found for corner, said point being (tie Southeast corner of said Barber tract; THENCE N 03°07'35" E, 879.23 feet with the East line of said Barber tract to the PLACE OF BEGINNING and containing 71.340 acres of land, more or less. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. END OF SCHEDULE A — - __— — "u�mT7 Commitment for Title lnsurttnCn (01l01114) ----- - _ - -- T x --•$1^S- / -18-4407002f 18 EXHIBIT "B" TO CONTRACT OF SALE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That Wen Tsai, individually, and Pia Kornu, Kimbell Kornu, M.D. and Roger Kornu, M.D., as Co -Trustees of The Pia Kornu 2019 Living Trust (collectively, herein called "Grantor"), 610 Via Ravello Apt 207, Irving, Texas 75039, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the City of Denton, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD, and CONVEYED, and by these presents does GRANT, SELL, and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A," attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys, and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its heirs, devisees, successors, and assigns all oil, gas, and other minerals in, on, and under and that may be produced from the Property. Grantor, its heirs, devisees, successors, and assigns shall not have the right to use or access the surface of the Property, in any way, manner, or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to 19 exploration and/or production of the oil, gas, and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas, and other minerals, and/or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas, and all associated hydrocarbons and shall exclude (i) all substances that any reasonable extraction, mining, or other exploration and/or production method, operation, process, or procedure would consume, deplete, or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Grantor hereby assigns to Grantee, without recourse or representation, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of , 2019. 20 Wen Tsai Authorized Signor,Pre ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on C- , 2019 by on behalf of Wen Tsai. Notary Public, State of Texas My commission expires: see &Fached 6c KrIowled Mont Upon Filing Return To: City of Denton Department Development Services Annex 216 W. Mulberry Street Denton, TX 76201 Attn: Deanna Cody, Deputy Director Capital Projects — Real Estate 20 Property Tax Bills To: City of Denton Finance 215 E. McKinney Street Denton, Texas 76201 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 e A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California 1 County of sun'(iardino J} On OChW a�j, lots before me, �. i""dr,13q'C, J Notaim Pub If C. Date�^ Here Insert Name and Title of the Officer .. personally appeared WW I sa✓1 Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(rwhose names/aresubscri bed to the within instrument and acknowledged to me that he/sl;*<dtl�executed the same in his/W/tWr authorized capacitylia<and that by his/�/t�ignaturekgron the instrument the persop-s), or the entity upon behalf of which the person;o acted, executed the instrument. S. RODRIGUEZ 74-�';�!! Notary Public - Caiifornia = San Bernardino County Commission # 2271319 My Comm. Expires Dec 16, 2022 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature - Signature of Notary Public yr I wiMH1- Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document �,.(.— k �(le Title or Type of Document: Com "4"• Document Date: 0�v' ar2,aoll Number of Pages: Signer(s) Other Than Named Above: 40 'Dij 00ilea Capacity(ies) Claimed by Signers) Signer's Name: '( t ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: 02017 National Notary Association Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator n nther- Signer is Representing: M1304-09 (09/17) Pia Kornu, as Trustee of The Pia Kornu 2019 Living Trust Pia Kornu, Co -Trustee ACKNOWLEDGMENT THE STATE OF Q. Ga § COUNTY OF § This instrument was acknowledged before me on \ , 2019 by Pia Kornu, in her capacity as Co -Trustee of The Pia Kornu 2019 Living Trust. Notary P�lic, Skate of Texas My commission expires: JOHN GROGAN Notary Public, State of Texas .'Q= Comm. Expires 03-17-2022 nm Y Notar ID 12347105 22 Kimbell Kornu, M.D. as Trustee of The Pia Kornu 2019 Living Trust BY: Kimbell Korn6, .D., Co -Trustee ACKNOWLEDGMENT THE STATE OF COUNTY OF This instrument was acknowledged before me on G'��'r .-Z9 �''/ , 2019 by Kimbell Kornu, M.D., in his capacity as Co -Trustee of The Pia Kornu 2019 Living Trust. N airy Publi , Kate of l> 0"'e/ My commission expires: DAVID JOHN DAVIS Notary Public, Notary Seal State of Missouri St. Louis County Commission # 15633544 My Commission Expires 02-25-2023 23 Roger Kornu, as Trustee of The Pia Kornu 2019 Living Trust BY: Roger orn , M.D., -Trustee ACKNOWLEDGMENT THE STATE OF COUNTY OF SEE ATTACHED NOTARIZED DOCUMENT This instrument was acknowledged before me on , 2019 by Roger Kornu, M.D., in his capacity as Co -Trustee of The Pia Kornu 2019 Living Trust. Notary Public, State of Texas My commission expires: Upon Filing Return To: Property Tax Bills To: City of Denton City of Denton Finance Department Development Services Annex 215 E. McKinney Street 216 W. Mulberry Street Denton, Texas 76201 Denton, TX 76201 Attn: Deanna Cody, Deputy Director Capital Projects —Real Estate 24 SEE ATTACHED NOTARIZED DOCUMENT ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ORANGE ) On OCTOBER 'Z C\M, 2019 before me, Christopher Gregory Thomas,Notary Public (insert name and title of the officer) personally appeared �40 E\h0 - I who proved to me on the basis of satisfactory a idence to be the person whose name(,,4 subscribed to the within instrument and acknowledged to me that he/sXe/th y executed the same in his/ho(/tl)r authorized capacity(ies), and that by his/or/tlir signature on the instrument the person(! or the entity upon behalf of which the personXacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CHRISTOPHER OREOORY THOMAi WITNESS my hand and official seal. COMM. SWIM Notary Public - Caldomis SAN BERNARDINO COUNTY My Comm. Expires MAY 03, ?m Signature /1` (Seal) Exhibit "A" To Special Warranty Deed Legal Description SCHEDULE A (continued) 4. Legal description of land BEING all that certain lot, tract or parcel of land situated in the Morreau Forrest Survey, Abstract No, 417, Denton County, Texas, being a part of that certain called 86.943 acre tract of land conveyed by deed from Bertha A. Stroud, to W. Lamont Brown, and wife, Anne Brown, recorded in Volume 990, Page 640, Deed Records of Denton County, Texas, and being more particularly described as follows; BEGINNING at an iron rod found for corner in Hills Road, a public roadway, said point being the Northeast corner of that certain called 5.00 acre tract of land conveyed from W. Lamont Brown, and wife, Anne Brown, to Randall Gene Barber, and wife, Sherry Diana Barber, recorded in Voiurno 1182, Page 465, Deed Records of Denton County, Tcxas; THENCE S 88°38'04" E. 1198.17 feet with said road to an iron rod found for corner, said point being the Northwest corner of that certain tract of land conveyed by deed from W. Lamont Brown, at ux, to William 0, Abbott, et ux, recorded In Volume 1062, Page 712, Deed Records of Denton County, Texas; THENCE S 02`43'40" W. 676.04 feet with the West line of said Abbott tract to an iron rod found for corner at a fence corner, said point being the Southwest corner of said Abbott tract; THENCE S 04°13°06" W, 1657,69 feet with a fence line to a fence post for corner in a North line of Lot 7 of the subdivision of said Morreau Forrest Survey; THENCE N 85` 4646" W, 1436 16 feet with a fence, being said North lino, to a point for corner in the West line of said Lot 7; THENCE S 04°53'27" W, 1305.26 feet with said West line to a point for corner, being the Southwest corner of said Lot 7; THENCE N 41°38'00" W, 20.71 feet toa fence post for corner; THENCE N 04"5327" E, 1290.84 feet with a fence to a fence post for corner; THENCE S 85°45'46" E, 15.03 feet to a point for corner; THENCE N 04`07'46" E. 1393.39 feet along or near a fence to an iron rod found for corner, said point being the Southwest corner of said Barber tract; THENCE S 86°05'45" E. 248.80 feet with the South line of said Barber tract to an iron rod found for comer, said point being the Southeast corner of said Barber tract; THENCE N 03"07'35" E, 879,23 feet with the East line of said Barber tract to the PLACE OF BEGINNING and containing 71.340 acres of land, more or loss. NOTE, COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. Fpm T•7: ComrtuVneni tOt Title lnypenlx, (111lf/7l4) _ END OF SCHEDULE A 25 _ TX•••-8p$.1-18.44Q77OOJ( City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2678, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute a contract with Archer Western Construction, LLC, for the construction of Lake Lewisville Water Treatment Plant (LLWTP) Phase II Improvements; providing for the expenditure of funds therefor; and providing an effective date (IFB 7138 - awarded to Archer Western Construction, LLC, in the not - to -exceed amount of $15,588,880). City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton City Hall 1%,10000,215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: November 12, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute a contract with Archer Western Construction, LLC, for the construction of Lake Lewisville Water Treatment Plant (LLWTP) Phase II Improvements; providing for the expenditure of funds therefor; and providing an effective date (IFB 7138 — awarded to Archer Western Construction, LLC, in the not -to -exceed amount of $15,588,880). IFB INFORMATIONBACKGROUND Phase II rehabilitation of the LLWTP will include a new motor control center (MCC) as indicated in the 2010 "LLWTP Upgrade Electrical Design Basis Summary" report (Exhibit 2). The existing motor controllers are in poor condition due to age and corrosion, repair parts are becoming more difficult to obtain, and there is a water line directly above the existing motor controllers which is a violation of the National Electric Code (NEC). The need for a new electrical building is driven by the requirement and recommendations associated with replacing the motor controllers. LLWTP Phase II rehabilitation will include the new electrical building to house the new electrical switchgear and motor control center (MCC) for the high service pumping equipment. This project will also replace a number of water meters and valves to improve accuracy and efficiency. This project will address existing chemical -process water mixing issues, replace aging polymer feed equipment, provide drainage improvements around the treated water storage tanks (Clearwells), make improvements to the Lake Lewisville raw water intake structure and pump building, and additional upgrades to improve operations of the water treatment plant. Zebra Mussels were found in Lake Ray Roberts in July of 2012 and within the Lake Ray Roberts Water Treatment Plant (RRWTP) and raw water piping system in 2013. The zebra mussel infestation affected other lakes in North Texas including Lake Lewisville, placing the Lake Lewisville raw water intake structure and pipelines in jeopardy in addition to the Lake Ray Roberts facilities. In 2015, Arcadis consulting engineers were selected to perform a study on the zebra mussel issue for both raw water sources and develop zebra mussel management approaches that balance the risk of future infestations with capital spending and potential unintended downstream consequences. In May of 2017, Freese & Nichols, Inc. (FNI) was selected to provide final design, bid phase services, and construction administration services for the LLWTP Phase II rehabilitation and zebra mussel control measures for both LLWTP and RRWTP. The consultant completed the design in February of 2018 and prepared technical specifications and bid documents for the project construction. Invitation for Bids was sent to 257 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. One (1) bid meeting specifications was received. The bid was received by Archer Western Construction, LLC. NIGP Code Used for Solicitation: 913 — Construction Services Notifications sent for Solicitation sent in IonWave: 257 Number of Suppliers that viewed Solicitation in IonWave: 17 HUB -Historically Underutilized Business Invitations sent out: 15 SBE -Small Business Enterprise Invitations sent out: 96 Responses from Solicitation: 1 PRIOR ACTION/REVIEW (Council, Boards, Commissions) On November 11, 2019, this item will be presented to the Public Utilities Board (PUB) for recommendation to the City Council for consideration. RECOMMENDATION Award a contract with Archer Western Construction, LLC, for the construction of LLWTP Phase II Improvements for the Water Production Department, in the not -to -exceed amount of $15,588,880. ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with completion within 380 days. FISCAL INFORMATION These items/services will be funded from Water Production Department account 630344517 and 630344523. Requisition #144482 has been entered into the Purchasing software system in the amount of $15,588,880. The budgeted amount for this item is $15,588,880. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: LLC Members Exhibit 3: Ordinance and Contract Exhibit 4: Presentation Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Frank Pugsley, 940-349-8086 Legal point of contact: Mack Reinwand at 940-349-8333. UCC Business Organizations Trademarks Notary Account HelplFees Briefcase LogCL11 BUSINESS ORGANIZATIONS INQUIRY -VIEW ENTITY Filing Number: 841272994 Entity Type: Foreign Limited Liability Company (LLC) Original Date of Filing: May 20, 2010 Entity Status: In existence Formation Date: N!A Tax ID: 32041909816 FEIN: Name: Archer Western Construction, LLC Address: 929 West Adams St. January 8, 2616 Chicago, IL 60607 USA Fictitious Name: N!A Jurisdiction: L. USA Foreign Formation September 3, 2009 Date: - REGI MANAGEMENT Last update Name I FM January 8. 2016 MATTHEW M MARGARET B WALSH TRUST DIRECTOR January 8, 2016 -ftlip.TTHEW M MARGARET B WALSH TRUST DIRECTOR January8. 2016 WALSH CC`JSTRUCTJON GROUP LLC, DIRECTOR January 8, 2616 GERIi A4 January S. 2016 TIMOTHY GERKEN JRER DIRECTOR ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH ARCHER WESTERN CONSTRUCTION, LLC, FOR THE CONSTRUCTION OF LAKE LEWISVILLE WATER TREATMENT PLANT (LLWTP) PHASE II IMPROVEMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 7138 — AWARDED TO ARCHER WESTERN CONSTRUCTION, LLC, IN THE NOT -TO -EXCEED AMOUNT OF $15,588,880). WHEREAS, the City has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefore; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the following competitive bids for the materials, equipment, supplies, or services, as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 7138 Archer Western Construction, LLC $15,588,880 SECTION 2. The acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or his designated representative, is hereby authorized to execute a written contract in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid Proposal and related documents and to extend that contract as determined to be advantageous to the City of Denton. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote - 1: 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 CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, TY ATTORNEY BY: 2019. DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27COOODB I CITY OF DENTON Docusign City Council Transmittal Coversheet IFB 7138 File Name LLWTP Phase II Improvements Purchasing Contact Jane Rogers City Council Target Date Piggy Back Option Not Applicable Contract Expiration Ordinance DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 005243-1 Agreement Page 1 of 6 1 SECTION 00 52 43 2 AGREEMENT 3 THIS AGREEMENT, authorized on is made by and between the City of Denton, 4 a Texas home rule municipality, acting by and through its duly authorized City Manager, ("City"), 5 and Archer Western Construction, Limited Liability Company, authorized to do business in Texas, 6 acting by and through its duly authorized representative, ("Contractor"). 7 City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: 8 Article 1. WORK 9 Contractor shall complete all Work as specified or indicated in the Contract Documents for the 10 Project identified herein. 11 Article 2. PROJECT 12 The project for which the Work under the Contract Documents may be the whole or only a part is 13 generally described as follows: 14 Lake Lewisville Water Treatment Plant Phase Il Improvements 15 Contract No.: 7138 16 Article 3. CONTRACT PRICE 17 City agrees to pay Contractor for performance of the Work in accordance with the Contract 18 Documents an amount, in current funds, of fifteen million five hundred eighty-eight thousand 19 eight hundred eighty dollars and zero cents ($15,588,880). 20 Article 4. CONTRACT TIME 21 4.1 Final Acceptance. 22 The Work will be complete for Final Acceptance within 380 days after the date when the 23 Contract Time commences to run, as provided in Paragraph 2.03 of the General Conditions, 24 plus any extension thereof allowed in accordance with Article 12 of the General Conditions. 25 4.2 Liquidated Damages 26 Contractor recognizes that time is of the essence for completion of Milestones, if any, and 27 to achieve Final Acceptance of the Work and City will suffer financial loss if the Work is 28 not completed within the time(s) specified in Paragraph 4.1 above. The Contractor also 29 recognizes the delays, expense and difficulties involved in proving in a legal proceeding, 30 the actual loss suffered by the City if the Work is not completed on time. Accordingly, 31 instead of requiring any such proof, Contractor agrees that as liquidated damages for delay 32 (but not as a penalty), Contractor shall pay City One Thousand Dollars ($1,000) for each 33 day that expires after the time specified in Paragraph 4.1 for Final Acceptance until the 34 City issues the Final Letter of Acceptance. 35 Article 5. CONTRACT DOCUMENTS 36 5.1 CONTENTS: 37 A.The Contract Documents which comprise the entire agreement between City and 38 Contractor concerning the Work consist of the following: 39 1. This Agreement. 40 2. Attachments to this Agreement: CITY OF DENTON 7138 LLWTP PHASE II IMPROVEMENTS STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20. 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 005243-2 Agreement Page 2 of 6 1 a. Bid Form 2 1) Proposal Form 3 2) Vendor Compliance to State Law Non -Resident Bidder 4 3) State and Federal documents (project specific) 5 b. Current Prevailing Wage Rate Table 6 c. Worker's Compensation Affidavit 7 d. Form 1295 — Certificate of Interested Parties 8 3. General Conditions. 9 4. Supplementary Conditions. 10 5. Specifications specifically made a part of the Contract Documents by attachment or, 11 if not attached, as incorporated by reference and described in the Table of Contents 12 of the Project's Contract Documents. 13 6. North Central Texas Council of Governments Standard Specifications for Public 14 Works Construction — Fourth Edition, Divisions 200-800, and as amended by City, 15 as incorporated by reference and described in the Table of Contents of the Project's 16 Contract Documents. 17 7. Drawings. 18 8. Addenda. 19 9. Documentation submitted by Contractor prior to Notice of Award. 20 10. The following which may be delivered or issued after the Effective Date of the 21 Agreement and, if issued, become an incorporated part of the Contract Documents: 22 a. Notice to Proceed. 23 b. Field Orders. 24 c. Change Orders. 25 d. Letter of Final Acceptance. 26 e. Insurance ACORD Form(s) 27 f. Payment Bond 28 g. Performance Bond 29 h. Maintenance Bond 30 i. Power of Attorney for the Bonds 31 32 CITY OF DENTON 7138 LLWTP PHASE II IMPROVEMENTS STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20. 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 005243-3 Agreement Page 3 of 6 1 Article 6. INDEMNIFICATION 2 6.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own 3 expense, the city, its officers, servants and employees, from and against any and all 4 claims arising out of, or alleged to arise out of, the work and services to be performed 5 by the contractor, its officers, agents, employees, subcontractors, licensees or invitees 6 under this contract. This indemnification provision is specifically intended to operate 7 and be effective even if it is alleged or proven that all or some of the damages being 8 sought were caused, in whole or in part, by any act, omission or negligence of the city. 9 This indemnity provision is intended to include, without limitation, indemnity for any 10 and all costs, expenses and legal fees incurred by the city in defending against such 11 claims and causes of actions. 12 13 6.2 Contractor covenants and agrees to indemnify and hold harmless, at its own expense, 14 the city, its officers, servants and employees, from and against any and all loss of, 15 damage to, or destruction of, property of the city, arising out of, or alleged to arise out 16 of, the work and services to be performed by the contractor, its officers, agents, 17 employees, subcontractors, licensees or invitees under this contract. This 18 indemnification provision is specifically intended to operate and be effective even if it is 19 alleged or proven that all or some of the damages being sought were caused, in whole or 20 in Dart. by anv act. omission or negligence of the citv. 21 22 Article 7. MISCELLANEOUS 23 7.1 Terms. 24 Terms used in this Agreement which are defined in Article 1 of the General Conditions will 25 have the meanings indicated in the General Conditions. 26 7.2 Assignment of Contract. 27 This Agreement, including all of the Contract Documents may not be assigned by the 28 Contractor without the advanced express written consent of the City. 29 7.3 Successors and Assigns. 30 City and Contractor each binds itself, its partners, successors, assigns and legal 31 representatives to the other party hereto, in respect to all covenants, agreements and 32 obligations contained in the Contract Documents. 33 7.4 Severability. 34 Any provision or part of the Contract Documents held to be unconstitutional, void or 35 unenforceable by a court of competent jurisdiction shall be deemed stricken, and all 36 remaining provisions shall continue to be valid and binding upon City and Contractor. 37 7.5 Governing Law and Venue. 38 This Agreement, including all of the Contract Documents is performable in the State of 39 Texas. Venue shall be Denton County, Texas, or the United States District Court for the 40 Eastern District of Texas, Sherman Division. CITY OF DENTON 7138 LLWTP PHASE II IMPROVEMENTS STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20. 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 005243-4 Agreement Page 4 of 6 1 7.6 Authority to Sign. 2 Contractor shall attach evidence of authority to sign Agreement if signed by someone other 3 than the duly authorized signatory of the Contractor. 4 5 7.7 Prohibition On Contracts With Companies Boycotting Israel. 6 Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government 7 Code, the City is prohibited from entering into a contract with a company for goods or 8 services unless the contract contains a written verification from the company that it: (1) 9 does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 10 The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms 11 in Section 808.001 of the Texas Government Code. By signing this contract, Contractor 12 certifies that Contractor's signature provides written verification to the City that 13 Contractor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of 14 the contract. 15 16 7.8 Immigration Nationality Act. 17 Contractor shall verify the identity and employment eligibility of its employees who perform 18 work under this Agreement, including completing the Employment Eligibility Verification 19 Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms 20 and supporting eligibility documentation for each employee who performs work under this 21 Agreement. Contractor shall adhere to all Federal and State laws as well as establish 22 appropriate procedures and controls so that no services will be performed by any Contractor 23 employee who is not legally eligible to perform such services. CONTRACTOR SHALL 24 INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, 25 LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY 26 CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, 27 AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right 28 to immediately terminate this Agreement for violations of this provision by Contractor. 29 30 7.9 No Third -Party Beneficiaries. 31 This Agreement gives no rights or benefits to anyone other than the City and the Contractor 32 and there are no third -party beneficiaries. 33 34 CITY OF DENTON 7138 LLWTP PHASE II IMPROVEMENTS STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20. 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 005243-5 Agreement Page 5 of 6 1 7.10 No Cause of Action Against Engineer. 2 Contractor, its subcontractors and equipment and materials suppliers on the Project or their 3 sureties, shall maintain no direct action against the Engineer, its officers, employees, and 4 subcontractors, for any claim arising out of, in connection with, or resulting from the engineering 5 services performed. Only the City will be the beneficiary of any undertaking by the Engineer. 6 The presence or duties of the Engineer's personnel at a construction site, whether as on-site 7 representatives or otherwise, do not make the Engineer or its personnel in any way 8 responsible for those duties that belong to the City and/or the City's Contractors or other 9 entities, and do not relieve the Contractors or any other entity of their obligations, duties, and 10 responsibilities, including, but not limited to, all construction methods, means, techniques, 11 sequences, and procedures necessary for coordinating and completing all portions of the 12 construction work in accordance with the Contract Documents and any health or safety 13 precautions required by such construction work. The Engineer and its personnel have no 14 authority to exercise any control over any construction contractor or other entity or their 15 employees in connection with their work or any health or safety precautions. 16 17 SIGNATURE PAGE TO FOLLOW 18 CITY OF DENTON 7138 LLWTP PHASE II IMPROVEMENTS STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20. 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 005243-6 Agreement Page 6 of 6 1 IN WITNESS WHEREOF, City and Contractor have each executed this Agreement to be effective 2 as of the date subscribed by the City's designated City Manager 3 4 THIS AGREEMENT HAS BEEN 5 BOTH REVIEWED AND APPROVED 6 As to financial and operational obligations and 7 Business terms. 8OacuSigned by: 9 �r4 Frank Pugsley 10 SI 22943FE13 1 483 PRINTED NAME 11 12 water Utilities Director 13 TITLE 14 water Utilities 15 16 DEPARTMENT 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 ATTEST: 38 ROSA RIOS, CITY SECRETARY 39 40 41 42 43 44 APPROVED AS TO LEGAL FORM: 45 AARON LEAI 11TT1J A TT/IDATUY DocuSigned by: 46 47 �J''7HD328BF0204E&.. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 CITY OF DENTON BY: CITY MANAGER DATE SIGNED: CONTRACTOR ARCHER WESTERN CONSTRUCTION, LLC DocuSigned by: BY: (ZJ 1 �(, AUTHL _-_ F�E6784E598848C... Daniel P. Walsh NAME President TITLE 3125635400 PHONE NUMBER dpwalsh@walshgroup.com EMAIL ADDRESS 2019-551150 1295 Certificate Number 7138 LLWTP PHASE II IMPROVEMENTS DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 2 3 4 5 6 7 8 9 l0 11 12 13 14 15 16 17 18 19 20 21 22 23 74 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 0041 00- 1 BID FORM Paoe 1 of 3 SECTION 00 4100 BID FORM TO: Jane Rogers c/o: Purchasing Division 901-B Texas Street Denton, Texas 76209 FOR: Lake Lewisville Water Treatment Plant Phase II Improvements 1 Enter Into Agreement The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an Agreement with City in the form included in the Bidding Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Bid Price and within the Contract Time indicated in this Bid and in accordance with the other terms and conditions of the Contract Documents. 2 BIDDER Acknowledgements and Certification 2.1 In submitting this Bid, Bidder accepts all of the terms and conditions of the INVITATION TO BIDDERS and INSTRUCTIONS TO BIDDERS, including without limitation those dealing with the disposition of Bid Bond. 2.2 Bidder is aware of all costs to provide the required insurance, will do so pending contract award, and will provide a valid insurance certificate meeting all requirements within 14 days of notification of award. 2.3 Bidder certifies that this Bid is genuine and not made in the interest of or on behalf of any undisclosed individual or entity and is not submitted in conformity with any collusive agreement or rules of any group, association, organization, or corporation. 2.4 Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid. 2.5 Bidder has not solicited or induced any individual or entity to refrain from bidding. 2.6 Bidder has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the Contract. For the purposes of this Paragraph: a. "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the bidding process. b. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the bidding process to the detriment of City (b) to establish Bid prices at artificial non-competitive levels, or (c) to deprive City of the benefits of free and open competition. c. "collusive practice" means a scheme or arrangement between two or more Bidders, with or without the knowledge of City, a purpose of which is to establish Bid prices at artificial, non-competitive levels. d. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract. CITY OF DENTON IFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised Seviearher• 20, 201 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 0041 00-2 BID FORM Page 2 of 3 2.7 The Bidder acknowledges and agrees to comply with the requirements of City Ethics Ordinance No. 18-757. 3 Time of Completion 3.1 The Work will be complete for Final Acceptance within 380 days after the date when the Contract Time commences to run as provided in Paragraph 2.03 of the General Conditions. 3.2 Bidder accepts the provisions of the Agreement as to liquidated damages in the event of failure to complete the Work {and/or achievement of Milestones} within the times specified in the Agreement. 4 Attached to this Bid The following documents are attached to and made a part of this Bid: a This Bid Form b. Required Bid Bond, Section 00 43 13 issued by a surety meeting the requirements of Paragraph 5.01 of the General Conditions. c. Proposal Form Section - Electronic Copy (either included in the Bid, or submitted in Ionwave) d. Vendor Compliance to State Law Non -Resident Bidder, Section 00 43 37 e. Conflict of Interest Affidavit, Section 00 35 13 f. Proposed Subcontractors Form, Section 00 43 36 g. Bidders Minimum Qualification Statement, Section 00 45 13 lt. Corporate Resolution of AU1[11Urized Signatories, Section 00 45 43 i. Any additional documents that may be required by Section 12 of the Instructions to Bidders 5 Total Bid Amount 5.1 Bidder will complete the Work in accordance with the Contract Documents for the following bid amount. In the space provided below, please enter the total bid amount for this project. Only this figure will be read publicly by the City at the bid opening. 5.2 It is understood and agreed by the Bidder in signing this proposal that the total bid amount entered below is subject to verification and/or modification by multiplying the unit bid prices for each pay item by the respective estimated quantities shown in this proposal and then totaling all of the extended amounts. Total Bid Amount: $ $15,588,880 CITY OF DENTON IFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised 3enrymber20, 2418 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 004100-3 BID FORM Page 3 of 3 6 Bid Submittal This Bid is submitted on , 20)� by the entity named below. 0 (Printed Name) Title: Business Group Leader Company. Archer Western Construction, LLC Is 1 State of Incorporation: Illinni- Email: riunkwitz walsh rou .com 22 Phone: 972-457-8500 Receipt is acknowledged of Initial the following Addenda: Addendum No. 1: Addendum No. 2: Addendum No. 3: Addendum No. 4: CITY OF DENTON IFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised &i2tember 20. 201R "0 C U CF) M.0 O Q -0 U) Ca7 O E U 0 c E z O — U W � O O � N U O � a LL O O v O Q1 � C a+ M Z Ln C: Ln m Q: N u m y !n C Ln v o m o O Q U Ln co N a fD _a U C d 0 0 0 0 0 0 0 O O O O y o 0 0 0 0 6 6 6 U •> O C O O O O O C O C O W W N 00 o m � ern Lnt:l O l0 W 00 W {A Ln 01 V Ol N c t/ V} N 'T n O 0 yr in of � �' zz N O U � (D � a, N m o\° C ° o o y m v 3 " c Ln N m e O v> 0 3 v p 6 ai m v u a v v v t ±� c o u Q v ) v _ > .� a o 3 3 Oa u u v n v V)M V)H .� >° 2 w O L C .E .s 'a r w, C UJ >> Y X p Y 4J 41 41 O 0 U 3 N CU I E E ° a a r o °� � v> M E u, °' 3 CU c v O .� c o O v +� a a �_ 3 Y r6 E aO+ an aU Q H 0 2i N v� m J v A- N v O N o V u Q N +�+ tcO JL-+ a0+ a••' u yaVi mN p COt6-LT NN > E 7 O 'fl O vaNa mNfC W FD C: Q p o C 3 c ira _v U puvi UO pO OO OCa'cm) O .c U aW C v co ra > L 3 a ago Ln Q H Q ia — a ra o N CO N y@., .� N -6 J — ip E N >p c p ao o 0 CL 3 w C o a v� u E O O O °' o a T Q .0 C Q CA c N E O_ E aL+ C EO � •� -mO N C -a Y o p Q Q p p O Q Q +' Ovci Cu C C O "a cu V) o .- u o N in awo .., UO u Q vYL O u O_ 41 p O C E C >Ni O �p O 6 OmE 'L N m o O o Q u "a E Q u io N u L E 41 t6 _Q t6 vii 7 LL N LL N (6 O LL LL LL O_ LL LL a a a w W 0 c Ln vi vi Ln Ln m J J J J J 3 LU c -I N M Ln -0 C U O7 (a O C r Q � N C � C E Z O OU U C N O W L O c y N LL O u a c O h 0 C J v c � � v v ^ a L o GJ a, � L . C � E � Q , O al O Q C i Q. v 0 0 i C � v O O �a 00 m s t u cu a� a1 0 0 f6 � z N Ln J J C3, v C p o N U \I-. C 0000 m Ln Ul E to to t U 00 C CO a C o o O Q U •V _ a •L V1 f0 a 4-- L d � ai m M AA qj a, +� vi m O N � V Oo v v v o 0 0 0 al C 0 0 0 0 C O O 00 00 -6 cu a) a1 0 0 oc W vcm N 00 C 0000 to to 00 _N ai ai a, vi ori W CZ 0 0 o 0 m _ M v �, o a N W a C) N M �, °� M 3 o > �' a u c .� a +) Q m o Y 0 a) a) CL a) D n3 a° m m c o ar cn c -o ,n O +. a) J o ^ "a O O U ca V C C N o 3 > •U c 0 @ CO 3 v 0 c O OL W n 0 N O O ., in o p 0 CL CL O c O 'p T ra O LO aJ a an ++ .3 J °' Q Y L a, o U U m 3 E a LA O N C Y U C� C W SO U LL LL F = 3 L O E v w w m C N c +v' >M O O C •� m m C t •O W O M C:a1 O C Y — N @ C C ++ O Z L W O E Y W ' E — aj U 02 Y .� >' E aJ V Y a 3 U c v O ate, 7 O E J v U a) \ O O J .1 JW E' n E O CL O i a1 O c R Z O O Q Q < -O v Q > L u N Y a•' n N u O O on C OA v Y O —41j m •>j I co v N H o U ON 3 v O� O N CJ O N 0 o N o 0 'm E e4 v o v v E .o CT .�_ U Y i U i U N U W i > L U U E J v, U -6 E YO vYi Y '6 v l N N aJ Y c 0 o v o v _v o 3 J 0 UU (U6 O U U Y _� a a u c t aj O v LL LL v LL N LL (n O LL y U aJ O _ Q v L •L c U oA C C U LL U c p c 3 m ao o a v 16 Q o 's J J J a m L LL ++ O ci N m T Z Ln l0 Il Q Q Q a 'O_ E Q Q a m � DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 00L336-1 PROPOSED SUBCONTRACTORS FORM Page 1 of 2 1 SECTION 00 43 36 2 PROPOSED SUBCONTRACTORS FORM 3 4 Each Bidder for a City procurement is required to complete the information below by identifying 5 the proposed subcontractors whom they intend to utilize and the approximate percentage of 6 the overall contract that will be allocated to each entity. Bidder is reminded that a minimum of 7 35% of the Contract must be performed by Bidder's company. 8 Overall Company Name Type of Work to be Performed Contract Percentage (%) General Contractor: ' Archer Western Construction, LLC _ Subcontractors: Reynolds Asphalt Asphalt Paving 0.38 Greenscaping Landscaping 0.18 Huffman Intake Work 4.93 Richard Meek A/C HVAC 1.92 Mid South Fire Solutions Fire Protection 0.68 EA Tapping Line Stops 0.40 9 10 11 The undersigned hereby certifies that the subcontractors described in the table above 12 will be utilized for this project at the approximate percentage levels indicated above. 13 14 BIDDER: 15 16 Archer Western Construction, LLC By: Scott Smile IFB 7138 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised September 20 2.W DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 1 2 3 4 5 6 7 8 9 10 11 Company 1411 Greenway Drive _ signature: Address Irvin , Texas 75038 City/State/Zip 004336-2 PROPOSED SUBCONTRACTORS FORM Page 2 of 2 Title: businessyroup Leader (Please Print) Date: I=1! —1 I END OF SECTION CITY OF DENTON IFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised S=tember 20. 20IR DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 00 43 37 - 1 VENDOR COMPLIANCE TO STATE LAW Page 1 of 2 1 SECTION 00 43 37 2 VENDOR COMPLIANCE TO STATE LAW NON- RESIDENT BIDDER 3 4 Texas Government Code Chapter 2252 was adopted for the award of contracts to nonresident 5 bidders. This law provides that, in order to be awarded a contract as low bidder, nonresident 6 bidders (out-of-state contractors whose corporate offices or principal place of business are 7 outside the State of Texas) bid projects for construction, improvements, supplies or services in 8 Texas at an amount lower than the lowest Texas resident bidder by the same amount that a 9 Texas resident bidder would be required to underbid a nonresident bidder in order to obtain a 10 comparable contract in the State which the nonresident's principal place of business is located. 11 The appropriate blanks in Section A must be filled out by all nonresident bidders in order for 12 your bid to meet specifications. The failure of nonresident bidders to do so will automatically 13 disqualify that bidder. Resident bidders must check the box in Section B. 14 A. Nonresident bidders in the State of our principal place of 15 business, are required to be percent lower than resident bidders by 16 State Law. A copy of the statute is attached. 17 Nonresident bidders in the State of Illinois , our principal place of 18 business, are not required to underbid resident bidders. 19 B. The principal place of business of our company or our parent company or majority owner is 20 in the State of Texas. ❑ 21 22 BIDDER: 23 24 Archer Western Construction LLC By: 25 Company 26 27 1411 Greenwav Drive Sigr 28 Address 29 30 Irving. Texas 7 Titl 31 City/State/Zip 32 (Please Print) CITY OF DENTON TFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised apleinher 20. 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-DO5A27C000DB 004337-2 VENDOR COMPLIANCE TO STATE LAW Page 2 or 2 Date q- I q -/ END OF SECTION CIT)' OF DENTON IFB 713 8 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Watei Treatment Plant PH 2 Improvements Revised September 20. 2018 beta.';AM_uev DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB "General Decision Number: TX20190016 10/04/2019 Superseded General Decision Number: TX20180026 State: Texas Construction Type: Heavy County: Denton County in Texas. Heavy Construction, Including Treatment Plants (Does not include water/sewer lines) Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.60 for calendar year 2019 applies to all contracts subject to the Davis -Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015. If this contract is covered by the EO, the contractor must pay all workers in any classification listed on this wage determination at least $10.60 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2019. If this contract is covered by the EO and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must pay workers in that classification at least the wage rate determined through the conformance process set forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate,if it is higher than the conformed wage rate). The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the Page 1 of 9 https://beta.sam.gov/wage-determination/TX20190016/2/document 10/11/2019 he -to _SAM_unv DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB federal government that are subject to the Davis -Bacon Act itself, but it does not apply to contracts subject only to the Davis -Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/04/2019 1 07/19/2019 2 10/04/2019 ASBE0021-003 06/01/2016 Rates Fringes ASBESTOS WORKER/HEAT & FROST INSULATOR (Includes application of all insulating materials, protective coverings, coatings, and finishings to all types of mechanical systems) ..............$ 24.32 ELECO020-004 06/01/2019 7.52 Rates Fringes Electricians: Cable Splicer ...............$ 29.81 8.84 Electrician .................$ 30.15 9.59 ---------------------------------------------------------------- * ELECO220-001 07/01/2019 Rates Fringes Page 2 of 9 https://beta.sam.gov/wage-determination/TX20190016/2/document 10/11/2019 he -to SAM_unv DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB Line Construction: CABLE SPLICERS ..............$ 17.12 14.50+3.75 EQUIPMENT OPERATORS ......... $ 26.61 4.5%+10.26 GROUNDMAN...................$ 16.63 4.5%+6.25 LINEMAN .....................$ 33.26 4.50+11.32 TRUCK DRIVER ................$ 19.96 4.5%+7.00 ---------------------------------------------------------------- ENGIO178-001 06/01/2009 Rates Fringes Cranes: Hydraulic Crane (35 ton & under) ......................$ 23.70 9.35 Hydraulic over 35 tons,Derricks, Overhead Gentry,Stiffleg,Tower,etc., and Cranes with Piledriving or Caisson attachements................$ 24.70 9.35 ---------------------------------------------------------------- IRON0263-010 06/01/2017 Rates Fringes Ironworkers: Reinforcing & Structural .... $ 23.25 7.32 ---------------------------------------------------------------- PLUM0100-002 11/01/2017 Rates Fringes Plumbers and Pipefitters......... $ 30.84 11.51 ---------------------------------------------------------------- SHEE0068-002 11/01/2012 Rates Fringes Page 3 of 9 https://beta.sam.gov/wage-determination/TX20190016/2/document 10/11/2019 he -to SAM_unv DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB Sheet metal worker ...............$ 27.64 8.84 ---------------------------------------------------------------- SUTX1990-039 08/01/1990 Rates Fringes CARPENTER ........................$ 10.536 Concrete Finisher ................$ 9.603 Form Builder .....................$ 8.036 Form Setter ......................$ 9.578 Laborers: Common ......................$ 7.25 Utility .....................$ 7.25 Pipelayer ........................$ 7.961 Power equipment operators: Backhoe .....................$ 10.971 Bulldozer ...................$ 9.942 Front end loader ............ $ 10.771 Mechanic ....................$ 9.88 Motor Grader ................$ 11.633 Oiler .......................$ 9.183 Scraper .....................$ 8.00 TRUCK DRIVER .....................$ 7.465 ---------------------------------------------------------------- WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Page 4 of 9 https://beta.sam.gov/wage-determination/TX20190016/2/document 10/11/2019 beta.SAM_mv DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis -Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the E0, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of ""identifiers"" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Page 5 of 9 https://beta.sam.gov/wage-determination/TX20190016/2/document 10/11/2019 beta.';AM_mv DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than ""SU"" or ""UAVG"" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Page 6 of 9 https://beta.sam.gov/wage-determination/TX20190016/2/document 10/11/2019 beta.';AM_mv DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 1000 of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Page 7 of 9 https://beta.sam.gov/wage-determination/TX20190016/2/document 10/11/2019 beta.';AM_uev DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis -Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor Page 8 of 9 https://beta.sam.gov/wage-determination/TX20190016/2/document 10/11/2019 he -to _SAM_gov Page 9 of 9 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 200 Constitution Avenue, N.W. ^ Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION" MA https://beta.sam.gov/wage-determination/TX20190016/2/document 10/11/2019 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 00 45 26 - 1 CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW Page 1 of 1 SECTION 00 45 26 CONTRACTOR COMPLIANCE WITH WORKER'S COMPENSATION LAW Pursuant to Texas Labor Code Section 406.096(a), as amended, Contractor certifies that it provides worker's compensation insurance coverage for all of its employees employed on Lake Lewisville Water Treatment Plant Phase II Improvements. Contractor further certifies that, pursuant to Texas Labor Code, Section 406.096(b), as amended, it will provide to City its subcontractor's certificates of compliance with worker's compensation coverage. CONTRACTOR: Archer Western Construction, LLC By: Scott Smiley Company (P 1411 Greenway Drive Signature: Address Irving, TX 75038 Title: City/State/Zip THE STATE OF TEXAS § COUNTY OF DENTON § Business Group Leaden (Please Print) BEFORE ME, the undersigned authority, on this day personally appeared Scott Smiley , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same as the act and deed of Archer Western Construction, LLC for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this October 20 19 Notary Public in and for e State of Texas 14th day of END OF SECTION CITY OF DENTON IFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised Sgplember 20. 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Article 1 — Definitions and Terminology 1.01 Defined Terms ..................... 1.02 Terminology ........................ Page 1 1 6 Article2 — Preliminary Matters......................................................................................................................... 7 2.01 Copies of Documents.................................................................................................................... 7 2.02 Commencement of Contract Time; Notice to Proceed................................................................ 7 2.03 Starting the Work..........................................................................................................................7 2.04 Before Starting Construction........................................................................................................ 7 2.05 Preconstruction Conference.......................................................................................................... 8 2.06 Public Meeting.............................................................................................................................. 8 2.07 Initial Acceptance of Schedules.................................................................................................... 8 2.08 Electronic Submittals....................................................................................................................8 Article 3 — Contract Documents: Intent, Amending, Reuse............................................................................ 8 3.01 Intent.............................................................................................................................................. 8 3.02 Reference Standards......................................................................................................................9 3.03 Reporting and Resolving Discrepancies....................................................................................... 9 3.04 Amending and Supplementing Contract Documents.................................................................10 3.05 Reuse of Documents...................................................................................................................10 3.06 Electronic Data............................................................................................................................ I l Article 4 — Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions; Reference Points........................................................................................................... 11 4.01 Availability of Lands..................................................................................................................11 4.02 Subsurface and Physical Conditions..........................................................................................12 4.03 Differing Subsurface or Physical Conditions.............................................................................12 4.04 Underground Facilities...............................................................................................................13 4.05 Hazardous Environmental Condition at Site..............................................................................14 Article 5 — Bonds and Insurance............................................................. 5.01 Licensed Sureties and Insurers ........................................... 5.02 Performance, Payment, and Maintenance Bonds ............... 5.03 Certificates of Insurance..................................................... 5.04 Contractor's Insurance........................................................ 5.05 Acceptance of Bonds and Insurance; Option to Replace... Article 6 — Contractor's Responsibilities...................................................... 6.01 Supervision and Superintendence ............................................. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 .....................................15 .....................................15 .....................................15 .....................................16 .....................................18 .....................................19 .....................................19 .....................................19 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 6.02 Labor; Working Hours................................................................................................................19 35 6.03 Services, Materials, and Equipment........................................................................................... 20 6.04 Project Schedule..........................................................................................................................20 6.05 Substitutes and "Or-Equals"....................................................................................................... 21 6.06 Concerning Subcontractors, Suppliers, and Others....................................................................23 6.07 Wage Rates..................................................................................................................................24 6.08 Patent Fees and Royalties........................................................................................................... 25 6.09 Permits and Utilities....................................................................................................................26 6.10 Laws and Regulations................................................................................................................. 26 6.11 Taxes...........................................................................................................................................27 6.12 Use of Site and Other Areas.......................................................................................................27 6.13 Record Documents......................................................................................................................28 6.14 Safety and Protection.................................................................................................................. 29 6.15 Safety Representative.................................................................................................................. 29 6.16 Hazard Communication Programs............................................................................................. 30 6.17 Emergencies and/or Rectification............................................................................................... 30 6.18 Submittals....................................................................................................................................30 6.19 Continuing the Work................................................................................................................... 31 6.20 Contractor's General Warranty and Guarantee..........................................................................32 6.21 Indemnification......................................................................................................................... 32 6.22 Delegation of Professional Design Services..............................................................................33 6.23 Right to Audit.. :* ... *'********"****"*'*'****"******'****"******'** ... ************* ... **'*** ..... ************* 34 6.24 Nondiscrimination.......................................................................................................................34 Article 7 - Other Work at the Site................................................................................................................... 34 7.01 Related Work at Site................................................................................................................... 34 7.02 Coordination................................................................................................................................35 Article 8 - City's Responsibilities................................................................................................................... 35 8.01 Communications to Contractor...................................................................................................35 8.02 Furnish Data................................................................................................................................35 8.03 Pay When Due............................................................................................................................35 8.04 Lands and Easements; Reports and Tests...................................................................................36 8.05 Change Orders.............................................................................................................................36 8.06 Inspections, Tests, and Approvals.............................................................................................. 36 8.07 Limitations on City's Responsibilities.......................................................................................36 8.08 Undisclosed Hazardous Environmental Condition....................................................................36 8.09 Compliance with Safety Program...............................................................................................36 Article 9 - City's Observation Status During Construction........................................................................... 36 9.01 City's Project Manager............................................................................................................36 9.02 Visits to Site................................................................................................................................ 37 9.03 Authorized Variations in Work.................................................................................................. 37 9.04 Rejecting Defective Work.......................................................................................................... 37 9.05 Determinations for Work Performed.......................................................................................... 37 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work.....................38 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB Article 10 - Changes in the Work; Claims; Extra Work................................................................................ 38 10.01 Authorized Changes in the Work............................................................................................... 38 10.02 Unauthorized Changes in the Work...........................................................................................38 10.03 Execution of Change Orders....................................................................................................... 38 10.04 Extra Work..................................................................................................................................38 10.05 Notification to Surety..................................................................................................................39 10.06 Contract Claims Process............................................................................................................. 39 Article 11 - Cost of the Work; Allowances; Unit Price Work; Plans Quantity Measurement ...................... 40 11.01 Cost of the Work......................................................................................................................... 40 11.02 Allowances.................................................................................................................................. 43 11.03 Unit Price Work.......................................................................................................................... 43 11.04 Plans Quantity Measurement......................................................................................................45 Article 12 - Change of Contract Price; Change of Contract Time.................................................................45 12.01 Change of Contract Price............................................................................................................ 45 12.02 Change of Contract Time............................................................................................................ 46 12.03 Delays.......................................................................................................................................... 47 Article 13 - Tests and Inspections; Correction, Removal or Acceptance of Defective Work ...................... 47 13.01 Notice of Defects........................................................................................................................ 47 13.02 Access to Work........................................................................................................................... 47 13.03 Tests and Inspections.................................................................................................................. 47 13.04 Uncovering Work........................................................................................................................49 13.05 City May Stop the Work.............................................................................................................49 13.06 Correction or Removal of Defective Work................................................................................49 13.07 Correction Period........................................................................................................................ 50 13.08 Acceptance of Defective Work................................................................................................... 51 13.09 City May Correct Defective Work............................................................................................. 51 Article 14 - Payments to Contractor and Completion.................................................................................... 52 14.01 Schedule of Values...................................................................................................................... 52 14.02 Progress Payments...................................................................................................................... 52 14.03 Contractor's Warranty of Title................................................................................................... 54 14.04 Partial Utilization........................................................................................................................ 54 14.05 Final Inspection...........................................................................................................................55 14.06 Final Acceptance.........................................................................................................................55 14.07 Final Payment..............................................................................................................................55 14.08 Final Completion Delayed and Partial Retainage Release........................................................56 14.09 Waiver of Claims........................................................................................................................ 56 Article 15 - Suspension of Work and Termination........................................................................................ 57 15.01 City May Suspend Work............................................................................................................. 57 15.02 City May Terminate for Cause................................................................................................... 57 15.03 City May Terminate For Convenience.......................................................................................59 CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB Article 16 — Dispute Resolution........................................ 16.01 Methods and Procedures ............................... Article 17 — Miscellaneous................................................ 17.01 Giving Notice................................................ 17.02 Computation of Times .................................. 17.03 Cumulative Remedies................................... 17.04 Survival of Obligations................................. 17.05 Headings........................................................ CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 ....................... 61 ....................... 61 ....................... 62 ....................... 62 ....................... 62 ....................... 62 ....................... 63 ....................... 63 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 1 of 63 ARTICLE 1– DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in these General Conditions or in other Contract Documents, the terms listed below have the meanings indicated which are applicable to both the singular and plural thereof, and words denoting gender shall include the masculine, feminine and neuter. Said terms are generally capitalized or written in italics, but not always. When used in a context consistent with the definition of a listed -defined term, the term shall have a meaning as defined below whether capitalized or italicized or otherwise. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement—The written instrument which is evidence of the agreement between City and Contractor covering the Work. 3. Application for Payment—The form acceptable to City which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 4. Asbestos—Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 5. Award – Authorization by the City Council for the City to enter into an Agreement. 6. Bid—The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 7. Bidder—The individual or entity who submits a Bid directly to City. 8. Bidding Documents—The Bidding Requirements and the proposed Contract Documents (including all Addenda). 9. Bidding Requirements—The advertisement or Invitation to Bid, Instructions to Bidders, Bid security of acceptable form, if any, and the Bid Form with any supplements. 10. Business Day – A business day is defined as a day that the City conducts normal business, generally Monday through Friday, except for federal or state holidays observed by the City. 11. Calendar Day – A day consisting of 24 hours measured from midnight to the next midnight. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 2 of 63 12. Change Order—A document, which is prepared and approved by the City, which is signed by Contractor and City and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Agreement. 13. Cit. The City of Denton is a Texas home -rule municipal corporation acting by its City Council through its City Manager or his designee. 14. City Attorney – The officially appointed City Attorney of the City of Denton, Texas, or his duly authorized representative. 15. City Council - The duly elected and qualified governing body of the City of Denton, Texas. 16. City Manager – The officially appointed and authorized City Manager of the City of Denton, Texas, or his duly authorized representative. 17. Contract Claim—A demand or assertion by City or Contractor seeking an adjustment of Contract Price or Contract Time, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Contract Claim. 18. Contract—The entire and integrated written document between the City and Contractor concerning the Work. The Contract contains the Agreement and all Contract Documents and supersedes prior negotiations, representations, or agreements, whether written or oral. 19. Contract Documents—Those items so designated in the Agreement. All items listed in the Agreement are Contract Documents. Approved Submittals, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 20. Contract Price—The moneys payable by City to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 21. Contract Time—The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any and (ii) complete the Work so that it is ready for Final Acceptance. 22. Contractor—The individual or entity with whom City has entered into the Agreement. 23. Cost of the Work—See Paragraph 11.01 of these General Conditions for definition. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 3 of 63 24. Damage Claims — A demand for money or services arising from the Project or Site from a third party, City or Contractor exclusive of a Contract Claim. 25. Day or day — A day, unless otherwise defined, shall mean a Calendar Day. 26. Drawings—That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Submittals are not Drawings as so defined. 27. Effective Date of the Agreement—The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 28. Engineer—The licensed professional engineer or engineering firm registered in the State of Texas performing professional services for the City. 29. Extra Work — Additional work made necessary by changes or alterations of the Contract Documents or quantities; or for other reasons for which no prices are provided in the Contract Documents. Extra work shall be part of the Work. 30. Field Order — A written order issued by City which requires changes in the Work but which does not involve a change in the Contract Price, Contract Time, or the intent of the Engineer. 31. Final Acceptance — The written notice given by the City to the Contractor that the Work specified in the Contract Documents has been completed to the satisfaction of the City. 32. Final Inspection — Inspection carried out by the City to verify that the Contractor has completed the Work, and each and every part or appurtenance thereof, fully, entirely, and in conformance with the Contract Documents. 33. General Requirements—Sections of Division 1 of the Contract Documents. 34. Hazardous Environmental Condition — The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, or other materials in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto. 35. Hazardous Waste—Hazardous waste is defined as any solid waste listed as hazardous or possesses one or more hazardous characteristics as defined in the federal waste regulations, as amended from time to time. 36. Incidental — Work items that the Contractor is not paid for directly, but costs for which are included under the various bid items of the Project. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 4 of 63 37. Laws and Regulations—Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 38. Liens—Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 39. Major Item – An Item of work included in the Contract Documents that has a total cost equal to or greater than 5% of the original Contract Price or $25,000 whichever is less. 40. Milestone—A principal event specified in the Contract Documents relating to an intermediate Contract Time prior to Final Acceptance of the Work. 41. Notice of Award—The written notice by City to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, City will sign and deliver the Agreement. 42. Notice to Proceed—A written notice given by City to Contractor fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform the Work specified in Contract Documents. 43. PCBs—Polychlorinated biphenyls. 44. Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -Hazardous Waste and crude oils. 45. Plans – See definition of Drawings. 46. Project Schedule—A schedule, prepared and maintained by Contractor, in accordance with the General Requirements, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Time. 47. Project—The Work to be performed under the Contract Documents. 48. Project Manager —The authorized representative of the City who will be assigned to the Project. 49. Project Manual – The documentary information prepared for bidding and furnishing the Work. A listing of the contents of the Project Manual is contained in its Table of Contents. 50. Public Meeting – An announced meeting conducted by the City to facilitate public participation and to assist the public in gaining an informed view of the Project. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 5 of 63 51. Radioactive Material—Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 52. Regular Working Hours – Excluding legal holidays, regular working hours shall be Monday thru Friday between 6:00 a.m. and 8:30 p.m. from June 1 to September 30 and between 7:00 a.m. and 8:30 p.m. from October 1 to May 31. 53. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 54. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 55. Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor's Applications for Payment. 56. Site—Lands or areas indicated in the Contract Documents as being furnished by City upon which the Work is to be performed, including rights-of-way, permits, and easements for access thereto, and such other lands furnished by City which are designated for the use of Contractor. 57. Specifications—That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. Specifications may be specifically made a part of the Contract Documents by attachment or, if not attached, may be incorporated by reference as indicated in the Table of Contents (Division 00 00 00) of each Project. 58. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 59. Submittals—All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 60. Subsidiary – See definition of Incidental. 61. Successful Bidder—The Bidder submitting the lowest and most responsive Bid to whom City makes an Award. 62. Superintendent – The representative of the Contractor who is available at all times and able to receive instructions from the City and to act for the Contractor. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 6 of 63 63. Supplementary Conditions—That part of the Contract Documents which amends or supplements these General Conditions. 64. Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 65. Underground Facilities—All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including but not limited to, those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 66. Unit Price Work—See Paragraph 11.03 of these General Conditions for definition. 67. Weekend Working Hours — Hours between 8:00 a.m. and 8:30 p.m., Saturday, and between 1:00 p.m. and 8:30 p.m. Sunday or legal holiday, as approved in advance by the City. 68. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction including any Change Order or Field Order, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 69. Working Day — A working day is defined as a day, not including Saturdays, Sundays, or legal holidays authorized by the City for contract purposes, in which weather or other conditions not under the control of the Contractor will permit the performance of the principal unit of work underway for a continuous period of not less than 7 hours between 7 a.m. and 8 p.m. 1.02 Terminology A. The words and terms discussed in Paragraph 1.023 through E are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. Intent of Certain Terms or Adjectives: 1. The Contract Documents include the terms "as allowed," "as approved," "as ordered," "as directed" or terms of like effect or import to authorize an exercise of judgment by City. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of City as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB C. Defective: 007200-1 GENERAL CONDITIONS Page 7 of 63 1. The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory, faulty, or deficient in that it: a. does not conform to the Contract Documents; or b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or c. has been damaged prior to City's written acceptance. D. Furnish, Install, Perform, Provide: 1. The word "Furnish" or the word "Install" or the word "Perform" or the word "Provide" or the word "Supply," or any combination or similar directive or usage thereof, shall mean furnishing and incorporating in the Work including all necessary labor, materials, equipment, and everything necessary to perform the Work indicated, unless specifically limited in the context used. E. Unless stated otherwise in the Contract Documents, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 — PRELIMINARY MATTERS 2.01 Copies of Documents City shall furnish to Contractor one (1) original executed copy and one (1) electronic copy of the Contract Documents, and three (3) additional copies of the Drawings. Additional copies will be furnished upon request at the cost of reproduction. 2.02 Commencement of Contract Time; Notice to Proceed The Contract Time will commence to run on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Agreement. 2.03 Starting the Work Contractor shall start to perform the Work on the date when the Contract Time commences to run. No Work shall be done at the Site prior to the date on which the Contract Time commences to run. 2.04 Before Starting Construction Baseline Schedules: Submit in accordance with the Contract Documents, and prior to starting the Work. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 2.05 Preconstruction Conference 007200-1 GENERAL CONDITIONS Page 8 of 63 Before any Work at the Site is started, the Contractor shall attend a Preconstruction Conference as specified in the Contract Documents. 2.06 Public Meeting Contractor may not mobilize any equipment, materials or resources to the Site prior to Contractor attending the Public Meeting as scheduled by the City. 2.07 Initial Acceptance of Schedules No progress payment shall be made to Contractor until acceptable schedules are submitted to City in accordance with the Schedule Specification as provided in the Contract Documents. 2.08 Electronic Submittals A. Except as otherwise stated elsewhere in the Contract, the City and Contractor may transmit, and shall accept, Project -related correspondence, text, data, documents, drawings, information, and graphics, including but not limited to Shop Drawings and other submittals, in electronic media or digital format. B. When transmitting items in electronic media or digital format, the transmitting parry makes no representations as to long term compatibility, usability, or readability of the items resulting from the recipient's use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the items, or from those established in applicable transmittal protocols. ARTICLE 3 — CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent A. The Contract Documents are complementary; what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided whether or not specifically called for, at no additional cost to City. C. Clarifications and interpretations of the Contract Documents shall be issued by City. D. The Specifications may vary in form, format and style. Some Specification sections may be written in varying degrees of streamlined or declarative style and some sections may be CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 9 of 63 relatively narrative by comparison. Omission of such words and phrases as "the Contractor shall," "in conformity with," "as shown," or "as specified" are intentional in streamlined sections. Omitted words and phrases shall be supplied by inference. Similar types of provisions may appear in various parts of a section or articles within a part depending on the format of the section. The Contractor shall not take advantage of any variation of form, format or style in making Contract Claims. E. The cross referencing of specification sections under the subparagraph heading "Related Sections include but are not necessarily limited to:" and elsewhere within each Specification section is provided as an aid and convenience to the Contractor. The Contractor shall not rely on the cross referencing provided and shall be responsible to coordinate the entire Work under the Contract Documents and provide a complete Project whether or not the cross referencing is provided in each section or whether or not the cross referencing is complete. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities of City, Contractor, or any of their subcontractors, consultants, agents, or employees, from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to City, or any of its officers, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: Contractor's Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein against all applicable field measurements and conditions. Contractor shall promptly report in writing to City any conflict, error, ambiguity, or discrepancy which Contractor discovers, or has actual knowledge of, and shall obtain a written interpretation or clarification from City before proceeding with any Work affected thereby. 2. Contractor's Review of Contract Documents During Performance of Work.- If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 10 of 63 within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) any standard, specification, manual, or code, or (c) any instruction of any Supplier, then Contractor shall promptly report it to City in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.17.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. 3. Contractor shall not be liable to City for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof. B. Resolving Discrepancies: 1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and the provisions of any standard, specification, manual, or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract Documents). 2. In case of discrepancies, figured dimensions shall govern over scaled dimensions, Drawings shall govern over Specifications, and Supplementary Conditions shall govern over General Conditions and Specifications. 3.04 Amending and Supplementing Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by a Change Order. B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work not involving a change in Contract Price or Contract Time, may be authorized, by one or more of the following ways: 1. A Field Order; 2. City's review of a Submittal (subject to the provisions of Paragraph 6.18.C); or 3. City's written interpretation or clarification. 3.05 Reuse of Documents A. Contractor and any Subcontractor or Supplier shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer, including electronic media editions; or 2. reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of City and specific written CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 11 of 63 verification or adaptation by Engineer. B. The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06 Electronic Data A. Unless otherwise stated in the Supplementary Conditions, the data furnished by City or Engineer to Contractor, or by Contractor to City or Engineer, that may be relied upon are limited to the printed copies included in the Contract Documents (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data's creator. ARTICLE 4 — AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Availability of Lands A. City shall furnish the Site. City shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. City will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. 1. The City has obtained or anticipates acquisition of and/or access to right-of-way, and/or easements. Any outstanding right-of-way and/or easements are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding right-of-way, and/or easements. 2. The City has or anticipates removing and/or relocating utilities, and obstructions to the Site. Any outstanding removal or relocation of utilities or obstructions is anticipated in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding utilities or obstructions to be removed, adjusted, and/or relocated by others. B. Upon reasonable written request, City shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 12 of 63 C. Contractor shall provide for all additional lands and access thereto that may be required for construction facilities or storage of materials and equipment. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: 1. those reports known to City of explorations and tests of subsurface conditions at or contiguous to the Site; and 2. those drawings known to City of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities). B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Contractor may not make any Contract Claim against City, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions, or information. 4.03 Differing Subsurface or Physical Conditions A. Notice: If Contractor believes that any subsurface or physical condition that is uncovered or revealed either: 1. is of such a nature as to establish that any "technical data" on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of such a nature as to require a change in the Contract Documents; or 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 13 of 63 subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.17.A), notify City in writing about such condition. B. Possible Price and Time Adjustments Contractor shall not be entitled to any adjustment in the Contract Price or Contract Time if: 1. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to City with respect to Contract Price and Contract Time by the submission of a Bid or becoming bound under a negotiated contract; or 2. the existence of such condition could reasonably have been discovered or revealed as a result of the examination of the Contract Documents or the Site; or 3. Contractor failed to give the written notice as required by Paragraph 4.03.A. 4.04 Underground Facilities A. Shown or Indicated.• The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to City or Engineer by the owners of such Underground Facilities, including City, or by others. Unless it is otherwise expressly provided in the Supplementary Conditions: 1. City and Engineer shall not be responsible for the accuracy or completeness of any such information or data provided by others; and 2. the cost of all of the following will be included in the Contract Price, and Contractor shall have full responsibility for: a. reviewing and checking all such information and data; b. locating all Underground Facilities shown or indicated in the Contract Documents; c. coordination and adjustment of the Work with the owners of such Underground Facilities, including City, during construction; and d. the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. B. Not Shown or Indicated: 1. If an Underground Facility which conflicts with the Work is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.17.A), CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 14 of 63 identify the owner of such Underground Facility and give notice to that owner and to City. City will review the discovered Underground Facility and determine the extent, if any, to which a change may be required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. Contractor shall be responsible for the safety and protection of such discovered Underground Facility. 2. If City concludes that a change in the Contract Documents is required, a Change Order may be issued to reflect and document such consequences. 3. Verification of existing utilities, structures, and service lines shall include notification of all utility companies a minimum of 48 hours in advance of construction including exploratory excavation if necessary. 4.05 Hazardous Environmental Condition at Site A. Reports and Drawings: The Supplementary Conditions identify those reports and drawings known to City relating to Hazardous Environmental Conditions that have been identified at the Site. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Contractor may not make any Contract Claim against City, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work. Contractor shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible. D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 15 of 63 Paragraph 6.17.A); and (iii) notify City (and promptly thereafter confirm such notice in writing). City may consider the necessity to retain a qualified expert to evaluate such condition or take corrective action, if any. E. Contractor shall not be required to resume Work in connection with such condition or in any affected area until after City has obtained any required permits related thereto and delivered written notice to Contractor: (i) specifying that such condition and any affected area is or has been rendered suitable for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then City may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. City may have such deleted portion of the Work performed by City's own forces or others. G. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.G shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. H. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 5 — BONDS AND INSURANCE 5.01 Licensed Sureties and Insurers All bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 5.02 Performance, Payment, and Maintenance Bonds A. Contractor shall furnish performance and payment bonds, in accordance with Texas Government Code Chapter 2253 or successor statute, each in an amount equal to the Contract Price as security for the faithful performance and payment of all of Contractor's obligations under the Contract Documents. B. Contractor shall furnish maintenance bonds in an amount equal to the Contract Price as security CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 16 of 63 to protect the City against any defects in any portion of the Work described in the Contract Documents. Maintenance bonds shall remain in effect for two (2) years after the date of Final Acceptance by the City. C. All bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent or attorney-in-fact must be accompanied by a sealed and dated power of attorney which shall show that it is effective on the date the agent or attorney-in-fact signed each bond. The bonds must be dated on, or after, the date of the Contract. D. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in the State of Texas or it ceases to meet the requirements of Paragraph 5.02.C, Contractor shall promptly notify City and shall, within 30 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01 and 5.02.C. 5.03 Certificates of Insurance A. Contractor shall deliver to City, with copies to each additional insured and loss payee identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by City or any other additional insured) which Contractor is required to purchase and maintain. 1. The certificate of insurance shall document the City, and all identified entities named in the Supplementary Conditions as "Additional Insured" on all liability policies. 2. The Contractor's general liability insurance shall include a, "per project" or "per location", endorsement, which shall be identified in the certificate of insurance provided to the City. 3. The certificate shall be signed by an agent authorized to bind coverage on behalf of the insured, be complete in its entirety, and show complete insurance carrier names as listed in the current A.M. Best Property & Casualty Guide 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers' compensation, all insurers must have a minimum rating of A-: VII in the current A. M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of City is required. 5. All applicable policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City. In addition, the Contractor agrees to waive all rights of subrogation against the Engineer (if applicable), and each additional insured identified in the Supplementary Conditions CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 17 of 63 6. Failure of the City to demand such certificates or other evidence of full compliance with the insurance requirements or failure of the City to identify a deficiency from evidence that is provided shall not be construed as a waiver of Contractor's obligation to maintain such lines of insurance coverage. 7. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. 8. Unless otherwise stated, all required insurance shall be written on the "occurrence basis". If coverage is underwritten on a claims -made basis, the retroactive date shall be coincident with or prior to the date of the effective date of the agreement and the certificate of insurance shall state that the coverage is claims -made and the retroactive date. The insurance coverage shall be maintained for the duration of the Contract and for three (3) years following Final Acceptance provided under the Contract Documents or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage. 9. Policies shall have no exclusions by endorsements, which, neither nullify or amend, the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved in writing by the City. In the event a Contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the contractor/engineer to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 10. Any self-insured retention (SIR), in excess of $25,000.00, affecting required insurance coverage shall be approved by the City in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups, or self -funding, must also be approved by City. 11. Any deductible in excess of $5,000.00, for any policy that does not provide coverage on a first -dollar basis, must be acceptable to and approved by the City. 12. City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverage's and their limits when deemed necessary and prudent by the City based upon the scope of the Work, changes in statutory law, court decision or the claims history of the industry as well as of the contracting parry to the City. The City shall be required to provide prior notice of 90 days, and the insurance adjustments shall be incorporated into the Work by Change Order. 13. City shall be entitled, upon written request and without expense, to receive copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions necessary to conform the policy and endorsements to the requirements of the Contract. Deletions, revisions, or modifications shall not be required where policy provisions are established by CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 18 of 63 law or regulations binding upon either parry or the underwriter on any such policies. 14. City shall not be responsible for the direct payment of insurance premium costs for Contractor's insurance. 5.04 Contractor's Insurance A. Workers Compensation and Employers' Liability. Contractor shall purchase and maintain such insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits for Employers' Liability as is appropriate for the Work being performed and as will provide protection from claims set forth below which may arise out of or result from Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees. B. Commercial General Liability. Coverage shall include but not be limited to covering liability (bodily injury or property damage) arising from: premises/operations, independent contractors, products/completed operations, personal injury, liability under an insured contract, and explosion/collapse/underground (where those exposures exist). Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office (ISO) policy. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to the City. The Commercial General Liability policy, shall have no exclusions by endorsements that would alter of nullify premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained with the policy, unless the City approves such exclusions in writing. For construction projects that present a substantial completed operation exposure, the City may require the contractor to maintain completed operations coverage for a minimum of no less than three (3) years following the completion of the project (if identified in the Supplementary Conditions). C. Automobile Liability. A commercial business auto policy shall provide coverage on "any auto", defined as autos owned, hired and non -owned and provide indemnity for claims for damages because bodily injury or death of any person and or property damage arising out of the work, maintenance or use of any motor vehicle by the Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 19 of 63 D. Railroad Protective Liability. If any of the work or any warranty work is within the limits of railroad right-of-way, the Contractor shall comply with the requirements identified in the Supplementary Conditions. E. Notification of Policy Cancellation: Contractor shall immediately notify City upon cancellation or other loss of insurance coverage. Contractor shall stop work until replacement insurance has been procured. There shall be no time credit for days not worked pursuant to this section. 5.05 Acceptance of Bonds and Insurance; Option to Replace If City has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the Contractor in accordance with Article 5 on the basis of non-conformance with the Contract Documents, the City shall so notify the Contractor in writing within 10 Business Days after receipt of the certificates (or other evidence requested). Contractor shall provide to the City such additional information in respect of insurance provided as the City may reasonably request. If Contractor does not purchase or maintain all of the bonds and insurance required by the Contract Documents, the City shall notify the Contractor in writing of such failure prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. ARTICLE 6 — CONTRACTOR'S RESPONSIBILITIES 6.01 Supervision and Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. At all times during the progress of the Work, Contractor shall assign a competent Superintendent, who is proficient in English, and who shall not be replaced without written notice to City. If at any time the Superintendent is not satisfactory to the City, Contractor shall, if requested by City, replace the Superintendent with another satisfactory to City. C. Contractor shall notify the City 24 hours prior to moving areas during the sequence of construction. 6.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site. B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during Regular Working Hours. Contractor will not permit the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 20 of 63 performance of Work beyond Regular Working Hours or for Weekend Working Hours without City's written consent (which will not be unreasonably withheld). Written request (by letter or electronic communication) to perform Work: for beyond Regular Working Hours, request must be made by noon at least two (2) Business Days prior 2. for Weekend Working Hours, request must be made by noon of the preceding Wednesday 3. for legal holidays, request must be made by noon seven Days prior to the legal holiday. 6.03 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, Contractor required testing, start-up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of sufficient quality to complete the Work and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of City. If required by City, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment to be incorporated into the Work shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. D. All items of standard equipment to be incorporated into the Work shall be the latest model at the time of bid, unless otherwise specified. 6.04 Project Schedule A. Contractor shall adhere to the Project Schedule established in accordance with Paragraph 2.07 and the General Requirements as it may be adjusted from time to time as provided below. Contractor shall submit to City for acceptance (to the extent indicated in Paragraph 2.07 and the General Requirements) proposed adjustments in the Project Schedule that will not result in changing the Contract Time. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2. Contractor shall submit to City a monthly Project Schedule with a monthly progress payment CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 21 of 63 for the duration of the Contract in accordance with the schedule specification 0132 16. 3. Proposed adjustments in the Project Schedule that will change the Contract Time shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Time may only be made by a Change Order. 6.05 Substitutes and "Or -Equals " A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or "or -equal" item or no substitution is permitted, other items of material or equipment of other Suppliers may be submitted to City for review under the circumstances described below. 1. "Or -Equal" Items: If in City's sole discretion an item of material or equipment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by City as an "or -equal" item, in which case review and approval of the proposed item may, in City's sole discretion, be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. the City determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; and 3) it has a proven record of performance and availability of responsive service; and 4) it is not objectionable to the City. b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the City or increase in Contract Time; and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Substitute Items: a. If in City's sole discretion an item of material or equipment proposed by Contractor does not qualify as an "or -equal" item under Paragraph 6.05.A.1, it may be submitted as a CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 22 of 63 proposed substitute item. b. Contractor shall submit sufficient information as provided below to allow City to determine if the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by City from anyone other than Contractor. c. Contractor shall make written application to City for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application shall comply with Section 01 25 00 and: 1) shall certify that the proposed substitute item will: a) perform adequately the functions and achieve the results called for by the general design; b) be similar in substance to that specified; c) be suited to the same use as that specified; and 2) will state: a) the extent, if any, to which the use of the proposed substitute item will prejudice Contractor's achievement of final completion on time; b) whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with City for other work on the Project) to adapt the design to the proposed substitute item; c) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty; and 3) will identify: a) all variations of the proposed substitute item from that specified; b) available engineering, sales, maintenance, repair, and replacement services; and 4) shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and Damage Claims of other contractors affected by any resulting change. B. Substitute Construction Methods or Procedures: If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 23 of 63 of construction approved by City. Contractor shall submit sufficient information to allow City, in City's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. Contractor shall make written application to City for review in the same manner as those provided in Paragraph 6.05.A.2. C. City's Evaluation: City will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.05.A and 6.05.B. City may require Contractor to furnish additional data about the proposed substitute. City will be the sole judge of acceptability. No "or -equal" or substitute will be ordered, installed or utilized until City's review is complete, which will be evidenced by a Change Order in the case of a substitute and an accepted Submittal for an "or -equal." City will advise Contractor in writing of its determination. D. Special Guarantee: City may require Contractor to furnish at Contractor's expense a special performance guarantee, warranty, or other surety with respect to any substitute. Contractor shall indemnify and hold harmless City and anyone directly or indirectly employed by them from and against any and all claims, damages, losses and expenses (including attorneys fees) arising out of the use of substituted materials or equipment. E. City's Cost Reimbursement: City will record City's costs in evaluating a substitute proposed or submitted by Contractor pursuant to Paragraphs 6.05.A.2 and 6.05.B. Whether or not City approves a substitute so proposed or submitted by Contractor, Contractor may be required to reimburse City for evaluating each such proposed substitute. Contractor may also be required to reimburse City for the charges for making changes in the Contract Documents (or in the provisions of any other direct contract with City) resulting from the acceptance of each proposed substitute. F. Contractor's Expense: Contractor shall provide all data in support of any proposed substitute or "or -equal" at Contractor's expense. G. City Substitute Reimbursement: Costs (savings or charges) attributable to acceptance of a substitute shall be incorporated to the Contract by Change Order. H. Time Extensions: No additional time will be granted for substitutions. 6.06 Concerning Subcontractors, Suppliers, and Others A. Contractor shall perform with his own organization, work of a value not less than 35% of the value embraced on the Contract, unless otherwise approved by the City. B. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, against whom City may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection (excluding those acceptable to City as indicated in Paragraph 6.06.C). C. The City may from time to time require the use of certain Subcontractors, Suppliers, or other CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 24 of 63 individuals or entities on the project, and will provide such requirements in the Supplementary Conditions. D. Contractor shall be fully responsible to City for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor's own acts and omissions. Nothing in the Contract Documents: 1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between City and any such Subcontractor, Supplier or other individual or entity; nor 2. shall create any obligation on the part of City to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. E. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. F. All Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work shall communicate with City through Contractor. G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appropriate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of City. 6.07 Wage Rates A. Duty to pay Prevailing Wage Rates. The Contractor shall comply with all requirements of Chapter 2258, Texas Government Code (as amended), including the payment of not less than the rates determined by the City Council of the City of Denton to be the prevailing wage rates in accordance with Chapter 2258. Such prevailing wage rates are included in these Contract Documents. B. Penalty for Violation. A Contractor or any Subcontractor who does not pay the prevailing wage shall, upon demand made by the City, pay to the City $60 for each worker employed for each calendar day or part of the day that the worker is paid less than the prevailing wage rates stipulated in these contract documents. This penalty shall be retained by the City to offset its administrative costs, pursuant to Texas Government Code 2258.023. C. Complaints of Violations and City Determination of Good Cause. On receipt of information, including a complaint by a worker, concerning an alleged violation of 2258.023, Texas Government Code, by a Contractor or Subcontractor, the City shall make an initial determination, before the 31 st day after the date the City receives the information, as to whether CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 25 of 63 good cause exists to believe that the violation occurred. The City shall notify in writing the Contractor or Subcontractor and any affected worker of its initial determination. Upon the City's determination that there is good cause to believe the Contractor or Subcontractor has violated Chapter 2258, the City shall retain the full amounts claimed by the claimant or claimants as the difference between wages paid and wages due under the prevailing wage rates, such amounts being subtracted from successive progress payments pending a final determination of the violation. D. Arbitration Required if Violation Not Resolved. An issue relating to an alleged violation of Section 2258.023, Texas Government Code, including a penalty owed to the City or an affected worker, shall be submitted to binding arbitration in accordance with the Texas General Arbitration Act (Article 224 et seq., Revised Statutes) if the Contractor or Subcontractor and any affected worker does not resolve the issue by agreement before the 15th day after the date the City makes its initial determination pursuant to Paragraph C above. If the persons required to arbitrate under this section do not agree on an arbitrator before the 11th day after the date that arbitration is required, a district court shall appoint an arbitrator on the petition of any of the persons. The City is not a party in the arbitration. The decision and award of the arbitrator is final and binding on all parties and may be enforced in any court of competent jurisdiction. E. Records to be Maintained. The Contractor and each Subcontractor shall, for a period of three (3) years following the date of acceptance of the work, maintain records that show (i) the name and occupation of each worker employed by the Contractor in the construction of the Work provided for in this Contract; and (ii) the actual per diem wages paid to each worker. The records shall be open at all reasonable hours for inspection by the City. The provisions of Paragraph 6.23, Right to Audit, shall pertain to this inspection. F. Progress Payments. With each progress payment or payroll period, whichever is less, the Contractor shall submit an affidavit stating that the Contractor has complied with the requirements of Chapter 2258, Texas Government Code. G. Posting of Wage Rates. The Contractor shall post prevailing wage rates in a conspicuous place at all times. H. Subcontractor Compliance. The Contractor shall include in its subcontracts and/or shall otherwise require all of its Subcontractors to comply with Paragraphs A through G above. 6.08 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of City, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by City in the Contract Documents. Failure of the City to disclose such information does not relieve the Contractor from its obligations to pay for the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB use of said fees or royalties to others. 007200-1 GENERAL CONDITIONS Page 26 of 63 B. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 6.09 Permits and Utilities A. Contractor obtained permits and licenses. Contractor shall obtain and pay for all construction permits and licenses except those provided for in the Supplementary Conditions or Contract Documents. City shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of opening of Bids, or, if there are no Bids, on the Effective Date of the Agreement, except for permits provided by the City as specified in 6.09.13. City shall pay all charges of utility owners for connections for providing permanent service to the Work. B. City obtained permits and licenses. City will obtain and pay for all permits and licenses as provided for in the Supplementary Conditions or Contract Documents. It will be the Contractor's responsibility to carry out the provisions of the permit. If the Contractor initiates changes to the Contract and the City approves the changes, the Contractor is responsible for obtaining clearances and coordinating with the appropriate regulatory agency. The City will not reimburse the Contractor for any cost associated with these requirements of any City acquired permit. The following are permits the City will obtain if required: 1. Texas Department of Transportation Permits 2. U.S. Army Corps of Engineers Permits 3. Texas Commission on Environmental Quality Permits 4. Railroad Company Permits 5. Texas Department of Licensing and Regulation (TDLR) Permits C. Outstanding permits and licenses. The City anticipates acquisition of and/or access to permits and licenses. Any outstanding permits and licenses are anticipated to be acquired in accordance with the schedule set forth in the Supplementary Conditions. The Project Schedule submitted by the Contractor in accordance with the Contract Documents must consider any outstanding permits and licenses. 6.10 Laws and Regulations CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 27 of 63 A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, the City shall not be responsible for monitoring Contractor's compliance with any Laws or Regulations. B. If Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work. However, it shall not be Contractor's responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor's obligations under Paragraph 3.02. C. Changes in Laws or Regulations not known at the time of opening of Bids having an effect on the cost or time of performance of the Work may be the subject of an adjustment in Contract Price or Contract Time. 6.11 Taxes A. On a contract awarded by the City, an organization which qualifies for exemption pursuant to Texas Tax Code, Subchapter H (as amended), the Contractor may purchase, rent or lease all materials, supplies and equipment used or consumed in the performance of this contract by issuing to his supplier an exemption certificate in lieu of the tax, said exemption certificate to comply with State Comptroller's Rulings applicable to Texas Tax Code, Subchapter H. Any such exemption certificate issued to the Contractor in lieu of the tax shall be subject to and shall comply with all applicable rulings pertaining to the Texas Tax Code, Subchapter H. B. Texas Tax permits and information may be obtained from: 1. Comptroller of Public Accounts Sales Tax Division Capitol Station Austin, TX 78711; or 2. http://www.window.state.tx.us/taxinfo/taxfortns/93-forms.html 6.12 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 28 of 63 resulting from the performance of the Work. 2. At any time when, in the judgment of the City, the Contractor has obstructed, closed, or is carrying on operations in a portion of a street, right-of-way, or easement greater than is necessary for proper execution of the Work, the City may require the Contractor to finish the section on which operations are in progress before work is commenced on any additional area of the Site. 3. Construction equipment, spoil materials, supplies, forms, buildings, labs, or equipment and supply storage buildings, or any other item that may be transported by flood flows, shall not be stored within existing federal floodways during the course of the Work. 4. Should any Damage Claim be made by any such owner or occupant because of the performance of the Work, Contractor shall promptly attempt to resolve the Damage Claim. 5. Pursuant to Paragraph 6.21, Contractor shall indemnify and hold harmless City, from and against all claims, costs, losses, and damages arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against City. B. Removal of Debris During Performance of the Work: During the progress of the Work Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C. Site Maintenance Cleaning: 24 hours after written notice is given to the Contractor that the clean-up on the job site is proceeding in a manner unsatisfactory to the City, if the Contractor fails to correct the unsatisfactory procedure, the City may take such direct action as the City deems appropriate to correct the clean-up deficiencies cited to the Contractor in the written notice (by letter or electronic communication), and the costs of such direct action, plus 25% of such costs, shall be deducted from the monies due or to become due to the Contractor. D. Final Site Cleaning: Prior to Final Acceptance of the Work, Contractor shall clean the Site and the Work and make it ready for utilization by City or adjacent property owner. At the completion of the Work Contractor shall remove from the Site all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition or better all property disturbed by the Work. E. Loading Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.13 Record Documents A. Contractor shall maintain in a safe place at the Site or in a place designated by the Contractor and approved by the City, one (1) record copy of all Drawings, Specifications, Addenda, Change Orders, Field Orders, and written interpretations and clarifications in good order and annotated to CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27COOODB 007200-1 GENERAL CONDITIONS Page 29 of 63 show changes made during construction. These record documents together with all approved Samples and a counterpart of all accepted Submittals will be available to City for reference. Upon completion of the Work, these record documents, any operation and maintenance manuals, and Submittals will be delivered to City prior to Final Inspection. Contractor shall include accurate locations for buried and embedded items. 6.14 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C. Contractor shall comply with the applicable requirements of City's safety programs, if any. D. Contractor shall inform City of the specific requirements of Contractor's safety program, if any, with which City's employees and representatives must comply while at the Site. E. All damage, injury, or loss to any property referred to in Paragraph 6.14.A.2 or 6.14.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor. F. Contractor's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and City has accepted the Work. 6.15 Safety Representative Contractor shall inform City in writing of Contractor's designated safety representative at the Site. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 6.16 Hazard Communication Programs 007200-1 GENERAL CONDITIONS Page 30 of 63 Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers in accordance with Laws or Regulations. 6.17 Emergencies and/or Rectification A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give City prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If City determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Change Order may be issued. B. Should the Contractor fail to respond to a request from the City to rectify any discrepancies, omissions, or correction necessary to conform with the requirements of the Contract Documents, the City shall give the Contractor written notice that such work or changes are to be performed. The written notice shall direct attention to the discrepant condition and request the Contractor to take remedial action to correct the condition. In the event the Contractor does not take positive steps to fulfill this written request, or does not show just cause for not taking the proper action, within 24 hours, the City may take such remedial action with City resources or by contract. The City shall deduct an amount equal to the entire costs for such remedial action, plus 25%, from any funds due or become due the Contractor on the Project. 6.18 Submittals A. Contractor shall submit required Submittals to City for review and acceptance in accordance with the accepted Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as City may require. 1. Submit in accordance with the General Requirements. 2. Data shown on the Submittals will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data, to demonstrate to City the services, materials, and equipment Contractor proposes to provide, and to enable City to review the information for the limited purposes required by Paragraph 6.18.C. 3. Submittals submitted as herein provided by Contractor and reviewed by City for conformance with the design concept shall be executed in conformity with the Contract Documents unless otherwise required by City. 4. When Submittals are submitted for the purpose of showing the installation in greater detail, their review shall not excuse Contractor from requirements shown on the Drawings and Specifications. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 31 of 63 5. For -Information -Only submittals upon which the City is not expected to conduct review or take responsive action may be so identified in the Contract Documents. 6. Submit required number of Samples specified in the Specifications. 7. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as City may require to enable City to review the submittal for the limited purposes required by Paragraph 6.18.C. B. Where a Submittal is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to City's review and acceptance of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. City's Review: 1. City will provide timely review of required Submittals in accordance with the Schedule of Submittals acceptable to City. City's review and acceptance will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. City's review and acceptance will not extend to means, methods, techniques, sequences, or procedures of construction (except where a particular means, method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and acceptance of a separate item as such will not indicate approval of the assembly in which the item functions. 3. City's review and acceptance shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Section 01 33 00 and City has given written acceptance of each such variation by specific written notation thereof incorporated in or accompanying the Submittal. City's review and acceptance shall not relieve Contractor from responsibility for complying with the requirements of the Contract Documents. 6.19 Continuing the Work Except as otherwise provided, Contractor shall carry on the Work and adhere to the Project Schedule during all disputes or disagreements with City. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as City and Contractor may otherwise agree in writing. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 32 of 63 6.20 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to City that all Work will be in accordance with the Contract Documents and will not be defective. City and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on representation of Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents: 1. observations by City; 2. recommendation or payment by City of any progress or final payment; 3. the issuance of a certificate of Final Acceptance by City or any payment related thereto by City; 4. use or occupancy of the Work or any part thereof by City; 5. any review and acceptance of a Submittal by City; 6. any inspection, test, or approval by others; or 7. any correction of defective Work by City. D. The Contractor shall remedy any defects or damages in the Work and pay for any damage to other work or property resulting therefrom which shall appear within a period of two (2) years from the date of Final Acceptance of the Work unless a longer period is specified and shall furnish a good and sufficient maintenance bond, complying with the requirements of Article 5.02.13. The City will give notice of observed defects with reasonable promptness. 6.21 Indemnification A. Contractor covenants and agrees to indemnify, hold harmless and defend, at its own expense, the City, its officers, servants and employees, from and against any and all claims arising out of, or alleged to arise out of, the work and services to be performed by the Contractor, its officers, agents, employees, subcontractors, licenses or invitees under this CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 33 of 63 Contract. THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED. IN WHOLE OR IN PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. This indemnity provision is intended to include, without limitation, indemnity for costs, expenses and legal fees incurred by the City in defending against such claims and causes of actions. B. Contractor covenants and agrees to indemnify and hold harmless, at its own expense, the City, its officers, servants and employees, from and against any and all loss, damage or destruction of property of the City, arising out of, or alleged to arise out of, the work and services to be performed by the Contractor, its officers, agents, employees, subcontractors, licensees or invitees under this Contract. THIS INDEMNIFICATION PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED. IN WHOLE OR IN PART. BY ANY ACT. OMISSION OR NEGLIGENCE OF THE CITY. 6.22 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, City will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, and Submittals prepared by such professional. Submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to City. C. City shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided City has specified to Contractor performance and design criteria that such services must satisfy. D. Pursuant to this Paragraph 6.22, City's review and acceptance of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. City's review and acceptance of Submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.18.C. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 6.23 Right to Audit 007200-1 GENERAL CONDITIONS Page 34 of 63 A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 6.24 Nondiscrimination A. The City is responsible for operating Public Transportation Programs and implementing transit - related projects, which are funded in part with Federal financial assistance awarded by the U.S. Department of Transportation and the Federal Transit Administration (FTA), without discriminating against any person in the United States on the basis of race, color, or national origin. B. Title V1, Civil Rights Act of 1964 as amended: Contractor shall comply with the requirements of the Act and the Regulations as further defined in the Supplementary Conditions for any project receiving Federal assistance. ARTICLE 7 — OTHER WORK AT THE SITE 7.01 Related Work at Site A. City may perform other work related to the Project at the Site with City's employees, or other City contractors, or through other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then written notice thereof will be given to Contractor prior to starting any such other work; and B. Contractor shall afford each other contractor who is a parry to such a direct contract, each utility owner, and City, if City is performing other work with City's employees or other City contractors, proper and safe access to the Site, provide a reasonable opportunity for the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 35 of 63 introduction and storage of materials and equipment and the execution of such other work, and properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others' work with the written consent of City and the others whose work will be affected. C. If the proper execution or results of any part of Contractor's Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to City in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work. Contractor's failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects in the work provided by others. 7.02 Coordination A. If City intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplementary Conditions: 1. the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsibilities will be provided. B. Unless otherwise provided in the Supplementary Conditions, City shall have authority for such coordination. ARTICLE 8 — CITY'S RESPONSIBILITIES 8.01 Communications to Contractor Except as otherwise provided in the Supplementary Conditions, City shall issue all communications to Contractor. 8.02 Furnish Data City shall timely furnish the data required under the Contract Documents. 8.03 Pay When Due City shall make payments to Contractor in accordance with Article 14. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 8.04 Lands and Easements; Reports and Tests 007200-1 GENERAL CONDITIONS Page 36 of 63 City's duties with respect to providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to City's identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at or contiguous to the Site that have been utilized by City in preparing the Contract Documents. 8.05 Change Orders City shall execute Change Orders in accordance with Paragraph 10.03. 8.06 Inspections, Tests, and Approvals City's responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph 13.03. 8.07 Limitations on City's Responsibilities A. The City shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. City will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. B. City will notify the Contractor of applicable safety plans pursuant to Paragraph 6.14. 8.08 Undisclosed Hazardous Environmental Condition City's responsibility with respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 4.06. 8.09 Compliance with Safety Program While at the Site, City's employees and representatives shall comply with the specific applicable requirements of Contractor's safety programs of which City has been informed pursuant to Paragraph 6.14. ARTICLE 9 — CITY'S OBSERVATION STATUS DURING CONSTRUCTION 9.01 City's Project Manager or Duly Authorized Representative City will provide a Project Manager or duly authorized representative during the construction period. The duties and responsibilities and the limitations of authority of City's Project Manager or duly appointed representative during construction are set forth in the Contract Documents. City's Project Manager for this Contract is as set forth in the Supplementary Conditions. City will establish a duly authorized representative at the Preconstruction Meeting in accordance with Section 013 1 19. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 37 of 63 9.02 Visits to Site A. City will make visits to the Site at intervals appropriate to the various stages of construction as City deems necessary in order to observe the progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on information obtained during such visits and observations, City will determine, in general, if the Work is proceeding in accordance with the Contract Documents. City will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. City's efforts will be directed toward providing City a greater degree of confidence that the completed Work will conform generally to the Contract Documents. B. City's visits and observations are subject to all the limitations on authority and responsibility set forth in Paragraph 8.07. Particularly, but without limitation, during or as a result of City's visits or observations of Contractor's Work, City will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03 Authorized Variations in Work City's Project Manager or duly authorized representative may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on City and also on Contractor, who shall perform the Work involved promptly. 9.04 Rejecting Defective Work City will have authority to reject Work which City's Project Manager or duly authorized representative believes to be defective, or will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. City will have authority to conduct special inspection or testing of the Work as provided in Article 13, whether or not the Work is fabricated, installed, or completed. 9.05 Determinations for Work Performed Contractor will determine the actual quantities and classifications of Work performed. City's Project Manager or duly authorized representative will review with Contractor the preliminary determinations on such matters before rendering a written recommendation. City's written decision will be final (except as modified to reflect changed factual conditions or more accurate data). CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 38 of 63 9.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. City will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. B. City will render a written decision on any issue referred. C. City's written decision on the issue referred will be final and binding on the Contractor, subject to the provisions of Paragraph 10.06. ARTICLE 10 — CHANGES IN THE WORK; CLAIMS; EXTRA WORK 10.01 Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, City may, at any time or from time to time, order Extra Work. Upon notice of such Extra Work, Contractor shall proceed with the Work involved only upon receiving written notice from City. Extra Work will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). Extra Work shall be memorialized by a Change Order which may or may not precede an order of Extra work. B. For minor changes of Work not requiring changes to Contract Time or Contract Price, a Field Order may be issued by the City. 10.02 Unauthorized Changes in the Work Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Time with respect to any work performed that is not required by the Contract Documents as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.17. 10.03 Execution of Change Orders A. City and Contractor shall execute appropriate Change Orders covering: 1. changes in the Work which are: (i) ordered by City pursuant to Paragraph 10.0l.A, (ii) required because of acceptance of defective Work under Paragraph 13.08 or City's correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; 2. changes in the Contract Price or Contract Time which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed. 10.04 Dispute of Extra Work A. Should a difference arise as to what does or does not constitute Extra Work, or as to the payment thereof, and the City insists upon its performance, the Contractor shall proceed with the work after making written request for written orders and shall keep accurate account of the actual CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 39 of 63 reasonable cost thereof Contract Claims regarding Extra Work shall be made pursuant to Paragraph 10.06. B. The Contractor shall furnish the City such installation records of all deviations from the original Contract Documents as may be necessary to enable the City to prepare for permanent record a corrected set of plans showing the actual installation. C. The compensation agreed upon for Extra Work whether or not initiated by a Change Order shall be a full, complete and final payment for all costs Contractor incurs as a result or relating to the change or Extra Work, whether said costs are known, unknown, foreseen or unforeseen at that time, including without limitation, any costs for delay, extended overhead, ripple or impact cost, or any other effect on changed or unchanged work as a result of the change or Extra Work. 10.05 Notification to Surety If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time), the giving of any such notice will be Contractor's responsibility. The amount of each applicable bond will be adjusted by the Contractor to reflect the effect of any such change. 10.06 Contract Claims Process A. City's Decision Required: All Contract Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the City for decision. A decision by City shall be required as a condition precedent to any exercise by Contractor of any rights or remedies he may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Contract Claims. B. Notice: Written notice stating the general nature of each Contract Claim shall be delivered by the Contractor to City no later than 15 days after the start of the event giving rise thereto. The responsibility to substantiate a Contract Claim shall rest with the party making the Contract Claim. 2. Notice of the amount or extent of the Contract Claim, with supporting data shall be delivered to the City on or before 45 days from the start of the event giving rise thereto (unless the City allows additional time for Contractor to submit additional or more accurate data in support of such Contract Claim). 3. A Contract Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01. 4. A Contract Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 40 of 63 5. Each Contract Claim shall be accompanied by Contractor's written statement that the adjustment claimed is the entire adjustment to which the Contractor believes it is entitled as a result of said event. 6. The City shall submit any response to the Contractor within 30 days after receipt of the claimant's last submittal (unless Contract allows additional time). C. City's Action: City will review each Contract Claim and, within 30 days after receipt of the last submittal of the Contractor, if any, take one of the following actions in writing: 1. deny the Contract Claim in whole or in part; 2. approve the Contract Claim; or 3. notify the Contractor that the City is unable to resolve the Contract Claim if, in the City's sole discretion, it would be inappropriate for the City to do so. For purposes of further resolution of the Contract Claim, such notice shall be deemed a denial. D. City's written action under Paragraph 10.06.0 will be final and binding, unless City or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. E. No Contract Claim for an adjustment in Contract Price or Contract Time will be valid if not submitted in accordance with this Paragraph 10.06. F. If the City fails to take any action pursuant to Paragraph 10.06 (C) the contract Claim is considered to have been denied by the City. ARTICLE 11— COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK; PLANS QUANTITY MEASUREMENT 11.01 Cost of the Work A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.01.13, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work. Such costs shall not include any of the costs itemized in Paragraph 11.01.13, and shall include but not be limited to the following items: 1. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by City and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time on the Work. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include; CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 41 of 63 a. salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of Regular Working Hours, Weekend Working Hours, or legal holidays, shall be included in the above to the extent authorized by City. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. 3. Rentals of all construction equipment and machinery, and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by City, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. 4. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by City, Contractor shall obtain competitive bids from subcontractors acceptable to City and Contractor and shall deliver such bids to City, who will then determine, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 11.01. 5. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 6. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable not covered under Paragraph 6.11, as imposed by Laws and Regulations. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 42 of 63 d. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. e. Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work, provided such losses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of City. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor's fee. f. The cost of utilities, fuel, and sanitary facilities at the Site. g. Minor expenses such as telegrams, long distance telephone calls, telephone and communication services at the Site, express and courier services, and similar petty cash items in connection with the Work. h. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 11.0I.A.1 or specifically covered by Paragraph 11.0I.A.4, all of which are to be considered administrative costs covered by the Contractor's fee. 2. Expenses of Contractor's principal and branch offices other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 43 of 63 C. Contractor's Fee: When all the Work is performed on the basis of cost-plus, Contractor's fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order for an adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor's fee shall be determined as set forth in Paragraph 12.01.C. D. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.01.A and 11.0l.B, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to City an itemized cost breakdown together with supporting data. 11.02 Allowances A. Specified Allowance: It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to City. B. Cash Allowances: 1. Contractor agrees that: a. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole use of City. D. Prior to final payment, an appropriate Change Order will be issued to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 11.03 Unit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 44 of 63 City subject to the provisions of Paragraph 9.05. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. Work described in the Contract Documents, or reasonably inferred as required for a functionally complete installation, but not identified in the listing of unit price items shall be considered incidental to unit price work listed and the cost of incidental work included as part of the unit price. D. City may make an adjustment in the Contract Price in accordance with Paragraph 12.01 if - 1. £ 1. the quantity of any item of Unit Price Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; and 2. there is no corresponding adjustment with respect to any other item of Work. E. Increased or Decreased Quantities: The City reserves the right to order Extra Work in accordance with Paragraph 10.01. 1. If the changes in quantities or the alterations do not significantly change the character of work under the Contract Documents, the altered work will be paid for at the Contract unit price. 2. If the changes in quantities or alterations significantly change the character of work, the Contract will be amended by a Change Order. 3. If no unit prices exist, this will be considered Extra Work and the Contract will be amended by a Change Order in accordance with Article 12. 4. A significant change in the character of work occurs when: a. the character of work for any Item as altered differs materially in kind or nature from that in the Contract or b. a Major Item of work varies by more than 25% from the original Contract quantity. 5. When the quantity of work to be done under any Major Item of the Contract is more than 125% of the original quantity stated in the Contract, then either parry to the Contract may request an adjustment to the unit price on the portion of the work that is above 125%. 6. When the quantity of work to be done under any Major Item of the Contract is less than 75% of the original quantity stated in the Contract, then either party to the Contract may request an adjustment to the unit price. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 45 of 63 11.04 Plans Quantity Measurement for Unclassified Excavation or Embankment A. Plans quantities may or may not represent the exact quantity of work performed or material moved, handled, or placed during the execution of the Contract. The estimated bid quantities are designated as final payment quantities, unless revised by the governing Section or this Article. B. If the quantity measured as outlined under "Price and Payment Procedures" varies by more than 25% (or as stipulated under "Price and Payment Procedures" for specific Items) from the total estimated quantity for an individual Item originally shown in the Contract Documents, an adjustment may be made to the quantity of authorized work done for payment purposes. The party to the Contract requesting the adjustment will provide field measurements and calculations showing the final quantity for which payment will be made. Payment for revised quantity will be made at the unit price bid for that Item, except as provided for in Article 10. C. When quantities are revised by a change in design approved by the City, by Change Order, or to correct an error, or to correct an error on the plans, the plans quantity will be increased or decreased by the amount involved in the change, and the 25% variance will apply to the new plans quantity. D. If the total Contract quantity multiplied by the unit price bid for an individual Item is less than $250 and the Item is not originally a plans quantity Item, then the Item may be paid as a plans quantity Item if the City and Contractor agree in writing to fix the final quantity as a plans quantity. E. For callout work or non -site specific Contracts, the plans quantity measurement requirements are not applicable. ARTICLE 12 — CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIME 12.01 Change of Contract Price A. The Contract Price may only be changed by a Change Order. B. The value of any Work covered by a Change Order will be determined as follows: 1. where the Work involved is covered by unit prices contained in the Contract Documents, by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or 2. where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually agreed lump sum or unit price (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 12.0l.C.2), and shall include the cost of any secondary impacts that are foreseeable at the time of pricing the cost of Extra Work; or 3. where the Work involved is not covered by unit prices contained in the Contract Documents CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 46 of 63 and agreement to a lump sum or unit price is not reached under Paragraph 12.0l.B.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor's fee for overhead and profit (determined as provided in Paragraph 12.01 .C). C. Contractor's Fee: The Contractor's additional fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 11.0l.A.1, 11.0l.A.2. and 11.0l.A.3, the Contractor's additional fee shall be 15 percent except for: 1) rental fees for Contractor's own equipment using standard rental rates; 2) bonds and insurance; b. for costs incurred under Paragraph 11.01 .A.4 and 11.0l .A.5, the Contractor's fee shall be five percent (5%); 1) where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 12.0l.C.2.a and 12.0l.C.2.b is that the Subcontractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.0I.A.1 and 11.01.A.2 and that any higher tier Subcontractor and Contractor will each be paid a fee of five percent (5%) of the amount paid to the next lower tier Subcontractor, however in no case shall the cumulative total of fees paid be in excess of 25%; c. no fee shall be payable on the basis of costs itemized under Paragraphs 11.01.A.6, and 11.01.13; d. the amount of credit to be allowed by Contractor to City for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor's fee by an amount equal to five percent (5%) of such net decrease. 12.02 Change of Contract Time A. The Contract Time may only be changed by a Change Order. B. No extension of the Contract Time will be allowed for Extra Work or for claimed delay unless the Extra Work contemplated or claimed delay is shown to be on the critical path of the Project Schedule or Contractor can show by Critical Path Method analysis how the Extra Work or claimed delay adversely affects the critical path. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 12.03 Delays 007200-1 GENERAL CONDITIONS Page 47 of 63 A. Where Contractor is reasonably delayed in the performance or completion of any part of the Work within the Contract Time due to delay beyond the control of Contractor, the Contract Time may be extended in an amount equal to the time lost due to such delay if a Contract Claim is made therefor. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by City, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. Such an adjustment shall be Contractor's sole and exclusive remedy for the delays described in this Paragraph. B. If Contractor is delayed, City shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. C. Contractor shall not be entitled to an adjustment in Contract Price or Contract Time for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. D. The Contractor shall receive no compensation for delays or hindrances to the Work, except when direct and unavoidable extra cost to the Contractor is caused by the failure of the City to provide information or material, if any, which is to be furnished by the City. ARTICLE 13 — TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects Notice of all defective Work of which City has actual knowledge will be given to Contractor. Defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work City, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor's safety procedures and programs so that they may comply therewith as applicable. 13.03 Tests and Inspections A. Contractor shall give City timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B. If Contract Documents, Laws or Regulations of any public body having jurisdiction require any CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 48 of 63 of the Work (or part thereof) to be inspected, tested, or approved, Contractor shall assume full responsibility for arranging and obtaining such independent inspections, tests, retests or approvals, pay all costs in connection therewith, and furnish City the required certificates of inspection or approval; excepting, however, those fees specifically identified in the Supplementary Conditions or any Texas Department of Licensure and Regulation (TDLR) inspections, which shall be paid as described in the Supplementary Conditions. C. Contractor shall be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, re -tests, or approvals required for City's acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Such inspections, tests, re -tests, or approvals shall be performed by organizations acceptable to City. D. City may arrange for the services of an independent testing laboratory ("Testing Lab") to perform any inspections or tests ("Testing") for any part of the Work, as determined solely by City. 1. City will coordinate such Testing to the extent possible, with Contractor; 2. Should any Testing under this Section 13.03 D result in a "fail", "did not pass" or other similar negative result, the Contractor shall be responsible for paying for any and all retests. Contractor's cancellation without cause of City initiated Testing shall be deemed a negative result and require a retest. 3. Any amounts owed for any retest under this Section 13.03 D shall be paid directly to the Testing Lab by Contractor. City will forward all invoices for retests to Contractor. 4. If Contractor fails to pay the Testing Lab, City will not issue Final Payment until the Testing Lab is paid. E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of City, Contractor shall, if requested by City, uncover such Work for observation. F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor's expense. G. Contractor shall have the right to make a Contract Claim regarding any retest or invoice issued under Section 13.03 D. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 13.04 Uncovering Work 007200-1 GENERAL CONDITIONS Page 49 of 63 A. If any Work is covered contrary to the Contract Documents or specific instructions by the City, it must, if requested by City, be uncovered for City's observation and replaced at Contractor's expense. B. If City considers it necessary or advisable that covered Work be observed by City or inspected or tested by others, Contractor, at City's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as City may require, that portion of the Work in question, furnishing all necessary labor, material, and equipment. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); or City shall be entitled to accept defective Work in accordance with Paragraph 13.08 in which case Contractor shall still be responsible for all costs associated with exposing, observing, and testing the defective Work. 2. If the uncovered Work is not found to be defective, Contractor shall be allowed an extension of the Contract Time directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. 13.05 City May Stop the Work If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, City may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of City to stop the Work shall not give rise to any duty on the part of City to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of written notice, Contractor shall correct all defective Work pursuant to an acceptable schedule, whether or not fabricated, installed, or completed, or, if the Work has been rejected by City, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, additional testing, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). Failure to require the removal of any defective Work shall not constitute acceptance of such Work. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 50 of 63 B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair City's special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within two (2) years after the date of Final Acceptance (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents), any Work is found to be defective, or if the repair of any damages to the land or areas made available for Contractor's use by City or permitted by Laws and Regulations as contemplated in Paragraph 6.10.A is found to be defective, Contractor shall promptly, without cost to City and in accordance with City's written instructions: 1. repair such defective land or areas; or 2. correct such defective Work; or 3. if the defective Work has been rejected by City, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of City's written instructions, or in an emergency where delay would cause serious risk of loss or damage, City may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. C. In special circumstances where a particular item of equipment is placed in continuous service before Final Acceptance of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Contract Documents. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work may be required to be extended for an additional period of one year after the end of the initial correction period. City shall provide 30 days written notice to Contractor should such additional warranty coverage be required. Contractor may dispute this requirement by filing a Contract Claim, pursuant to Paragraph 10.06. E. Contractor's obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 13.08 Acceptance of Defective Work 007200-1 GENERAL CONDITIONS Page 51 of 63 If, instead of requiring correction or removal and replacement of defective Work, City prefers to accept it, City may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) attributable to City's evaluation of and determination to accept such defective Work and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior to Final Acceptance, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and City shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. 13.09 City May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from City to correct defective Work, or to remove and replace rejected Work as required by City in accordance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, City may, after seven (7) days written notice to Contractor, correct, or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 13.09, City shall proceed expeditiously. In connection with such corrective or remedial action, City may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor's services related thereto, and incorporate in the Work all materials and equipment incorporated in the Work, stored at the Site or for which City has paid Contractor but which are stored elsewhere. Contractor shall allow City, City's representatives, agents, consultants, employees, and City's other contractors, access to the Site to enable City to exercise the rights and remedies under this Paragraph. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) incurred or sustained by City in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and City shall be entitled to an appropriate decrease in the Contract Price. D. Contractor shall not be allowed an extension of the Contract Time because of any delay in the performance of the Work attributable to the exercise of City's rights and remedies under this Paragraph 13.09. ARTICLE 14 — PAYMENTS TO CONTRACTOR AND COMPLETION 14.01 Schedule of Values The Schedule of Values for lump sum contracts established as provided in Paragraph 2.07 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 52 of 63 acceptable to City. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments A. Applications for Payments: 1. Contractor is responsible for providing all information as required to become a vendor of the City. 2. At least 20 days before the date established in the General Requirements for each progress payment, Contractor shall submit to City for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. 3. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other documentation warranting that City has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate insurance or other arrangements to protect City's interest therein, all of which must be satisfactory to City. 4. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that previous progress payments received on account of the Work have been applied on account to discharge Contractor's legitimate obligations associated with prior Applications for Payment. 5. The amount of retainage with respect to progress payments will be as stipulated in the Contract Documents. B. Review of Applications: 1. City will, after receipt of each Application for Payment, either indicate in writing a recommendation of payment or return the Application to Contractor indicating reasons for refusing payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2. City's processing of any payment requested in an Application for Payment will be based on City's observations of the executed Work, and on City's review of the Application for Payment and the accompanying data and schedules, that to the best of City's knowledge: a. the Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Final Acceptance, CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 53 of 63 the results of any subsequent tests called for in the Contract Documents, a final determination of quantities and classifications for Work performed under Paragraph 9.05, and any other qualifications stated in the recommendation). 3. Processing any such payment will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to City in the Contract Documents; or b. there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by City or entitle City to withhold payment to Contractor, or c. Contractor has complied with Laws and Regulations applicable to Contractor's performance of the Work. 4. City may refuse to process the whole or any part of any payment because of subsequently discovered evidence or the results of subsequent inspections or tests, and revise or revoke any such payment previously made, to such extent as may be necessary to protect City from loss because: a. the Work is defective, or the completed Work has been damaged by the Contractor or his subcontractors, requiring correction or replacement; b. discrepancies in quantities contained in previous applications for payment; c. the Contract Price has been reduced by Change Orders; d. City has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or e. City has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C. Retainage: 1. For all contracts, retainage shall be five percent (5%). D. Liquidated Damages: For each calendar day that any work shall remain uncompleted after the time specified in the Contract Documents, the sum per day specified in the Agreement, will be deducted from the monies due the Contractor, not as a penalty, but as liquidated damages suffered by the City. E. Payment: Contractor will be paid pursuant to the requirements of this Article 14 and payment will become due in accordance with the Contract Documents. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 54 of 63 F. Reduction in Payment.- 1. ayment: 1. City may refuse to make payment of the amount requested because: a. Claims have been made against City on account of Contractor's performance or furnishing of the Work; b. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to City to secure the satisfaction and discharge of such Liens; c. there are other items entitling City to a set-off against the amount recommended; or d. City has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.4.a through 14.02.B.4.e or Paragraph 15.02.A. 2. If City refuses to make payment of the amount requested, City will give Contractor written notice stating the reasons for such action and pay Contractor any amount remaining after deduction of the amount so withheld. City shall pay Contractor the amount so withheld, or any adjustment thereto agreed to by City and Contractor, when Contractor remedies the reasons for such action. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 55 of 63 14.03 Contractor's Warranty of Title Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to City no later than the time of payment free and clear of all Liens. 14.04 Partial Utilization A. Prior to Final Acceptance of all the Work, City may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which City, determines constitutes a separately functioning and usable part of the Work that can be used by City for its intended purpose without significant interference with Contractor's performance of the remainder of the Work. City at any time may notify Contractor in writing to permit City to use or occupy any such part of the Work which City determines to be ready for its intended use, subject to the following conditions: 1. Contractor at any time may notify City in writing that Contractor considers any such part of the Work ready for its intended use. 2. Within a reasonable time after notification as enumerated in Paragraph 14.05.A.1, City and Contractor shall make an inspection of that part of the Work to determine its status of completion. If City does not consider that part of the Work to be substantially complete, City will notify Contractor in writing giving the reasons therefor. 3. Partial Utilization will not constitute Final Acceptance by City. 14.05 Final Inspection A. Upon written notice from Contractor that the entire Work is complete in accordance with the Contract Documents: 1. City will promptly schedule a Final Inspection with Contractor. 2. City will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. B. City reserves the right to deny request for Final Inspection if City determines that the entire Work is not sufficiently complete to warrant a Final Inspection. 14.06 Final Acceptance Upon completion by Contractor to City's satisfaction, of any additional Work identified in the Final Inspection, City will issue to Contractor a letter of Final Acceptance. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 56 of 63 14.07 Final Payment A. Application for Payment: 1. Upon Final Acceptance, and in the opinion of City, Contractor may make an application for final payment following the procedure for progress payments in accordance with the Contract Documents. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 5.03; b. consent of the surety, if any, to final payment; c. a list of all pending or released Damage Claims against City that Contractor believes are unsettled; and d. affidavits of payments and complete and legally effective releases or waivers (satisfactory to City) of all Lien rights arising out of or Liens filed in connection with the Work. B. Payment Becomes Due: 1. After City's acceptance of the Application for Payment and accompanying documentation, requested by Contractor, less previous payments made and any sum City is entitled, including but not limited to liquidated damages, will become due and payable. 2. After all Damage Claims have been resolved: a. directly by the Contractor or; b. Contractor provides evidence that the Damage Claim has been reported to Contractor's insurance provider for resolution. 3. The making of the final payment by the City shall not relieve the Contractor of any guarantees or other requirements of the Contract Documents which specifically continue thereafter. 14.08 Final Completion Delayed and Partial Retainage Release A. If final completion of the Work is significantly delayed, and if City so confirms, City may, upon receipt of Contractor's final Application for Payment, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by City for Work not fully completed or corrected is less than the retainage stipulated in Paragraph 14.02.C, and if bonds have been furnished as required in Paragraph 5.02, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to City with the Application for such payment. Such payment shall be made under the terms and conditions CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 57 of 63 governing final payment, except that it shall not constitute a waiver of Contract Claims. B. Partial Retainage Release. For a Contract that provides for a separate vegetative establishment and maintenance, and test and performance periods following the completion of all other construction in the Contract Documents for all Work locations, the City may release a portion of the amount retained provided that all other work is completed as determined by the City. Before the release, all submittals and final quantities must be completed and accepted for all other work. An amount sufficient to ensure Contract compliance will be retained. 14.09 Waiver of Claims The acceptance of final payment will constitute a release of the City from all claims or liabilities under the Contract for anything done or furnished or relating to the work under the Contract Documents or any act or neglect of City related to or connected with the Contract. ARTICLE 15 — SUSPENSION OF WORK AND TERMINATION 15.01 City May Suspend Work A. At any time and without cause, City may suspend the Work or any portion thereof by written notice to Contractor and which may fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. During temporary suspension of the Work covered by these Contract Documents, for any reason, the City will make no extra payment for stand-by time of construction equipment and/or construction crews. B. Should the Contractor not be able to complete a portion of the Project due to causes beyond the control of and without the fault or negligence of the Contractor, and should it be determined by mutual consent of the Contractor and City that a solution to allow construction to proceed is not available within a reasonable period of time, Contractor may request an extension in Contract Time, directly attributable to any such suspension. C. If it should become necessary to suspend the Work for an indefinite period, the Contractor shall store all materials in such a manner that they will not obstruct or impede the public unnecessarily nor become damaged in any way, and he shall take every precaution to prevent damage or deterioration of the work performed; he shall provide suitable drainage about the work, and erect temporary structures where necessary. D. Contractor may be reimbursed for the cost of moving his equipment off the job and returning the necessary equipment to the job when it is determined by the City that construction may be resumed. Such reimbursement shall be based on actual cost to the Contractor of moving the equipment and no profit will be allowed. Reimbursement may not be allowed if the equipment is moved to another construction project for the City. 15.02 City May Terminate for Cause A. The occurrence of any one or more of the following events by way of example, but not of CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 58 of 63 limitation, may justify termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment, failure to adhere to the Project Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04. 2. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; 3. Contractor's repeated disregard of the authority of City; or 4. Contractor's violation in any substantial way of any provisions of the Contract Documents; or 5. Contractor's failure to promptly make good any defect in materials or workmanship, or defects of any nature, the correction of which has been directed in writing by the City; or 6. Substantial indication that the Contractor has made an unauthorized assignment of the Contract or any funds due therefrom for the benefit of any creditor or for any other purpose; or 7. Substantial evidence that the Contractor has become insolvent or bankrupt, or otherwise financially unable to carry on the Work satisfactorily; or 8. Contractor commences legal action in a court of competent jurisdiction against the City. B. If one or more of the events identified in Paragraph 15.02A. occur, City will provide written notice to Contractor and Surety to arrange a conference with Contractor and Surety to address Contractor's failure to perform the Work. Conference shall be held not later than 15 days, after receipt of notice. 1. If the City, the Contractor, and the Surety do not agree to allow the Contractor to proceed to perform the construction Contract, the City may, to the extent permitted by Laws and Regulations, declare a Contractor default and formally terminate the Contractor's right to complete the Contract. Contractor default shall not be declared earlier than 20 days after the Contractor and Surety have received notice of conference to address Contractor's failure to perform the Work. 2. If Contractor's services are terminated, Surety shall be obligated to take over and perform the Work. If Surety does not commence performance thereof within 15 consecutive calendar days after date of an additional written notice demanding Surety's performance of its obligations, then City, without process or action at law, may take over any portion of the Work and complete it as described below. a. If City completes the Work, City may exclude Contractor and Surety from the site and take possession of the Work, and all materials and equipment incorporated into the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 59 of 63 Work stored at the Site or for which City has paid Contractor or Surety but which are stored elsewhere, and finish the Work as City may deem expedient. 3. Whether City or Surety completes the Work, Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds all claims, costs, losses and damages sustained by City arising out of or resulting from completing the Work, such excess will be paid to Contractor. If such claims, costs, losses and damages exceed such unpaid balance, Contractor shall pay the difference to City. Such claims, costs, losses and damages incurred by City will be incorporated in a Change Order, provided that when exercising any rights or remedies under this Paragraph, City shall not be required to obtain the lowest price for the Work performed. 4. Neither City, nor any of its respective consultants, agents, officers, directors or employees shall be in any way liable or accountable to Contractor or Surety for the method by which the completion of the said Work, or any portion thereof, may be accomplished or for the price paid therefor. 5. City, notwithstanding the method used in completing the Contract, shall not forfeit the right to recover damages from Contractor or Surety for Contractor's failure to timely complete the entire Contract. Contractor shall not be entitled to any claim on account of the method used by City in completing the Contract. 6. Maintenance of the Work shall continue to be Contractor's and Surety's responsibilities as provided for in the bond requirements of the Contract Documents or any special guarantees provided for under the Contract Documents or any other obligations otherwise prescribed by law. C. Notwithstanding Paragraphs 15.02.13, Contractor's services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. D. Where Contractor's services have been so terminated by City, the termination will not affect any rights or remedies of City against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due Contractor by City will not release Contractor from liability. E. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 5.02, the termination procedures of that bond shall not supersede the provisions of this Article. 15.03 City May Terminate For Convenience A. City may, without cause and without prejudice to any other right or remedy of City, terminate the Contract. Any termination shall be effected by mailing a notice of the termination to the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 60 of 63 Contractor specifying the extent to which performance of Work under the contract is terminated, and the date upon which such termination becomes effective. Receipt of the notice shall be deemed conclusively presumed and established when the letter is placed in the United States Postal Service Mail by the City. Further, it shall be deemed conclusively presumed and established that such termination is made with just cause as therein stated; and no proof in any claim, demand or suit shall be required of the City regarding such discretionary action. B. After receipt of a notice of termination, and except as otherwise directed by the City, the Contractor shall: 1. Stop work under the Contract on the date and to the extent specified in the notice of termination; 2. place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the Work under the Contract as is not terminated; 3. terminate all orders and subcontracts to the extent that they relate to the performance of the Work terminated by notice of termination; 4. transfer title to the City and deliver in the manner, at the times, and to the extent, if any, directed by the City: a. the fabricated or unfabricated parts, Work in progress, completed Work, supplies and other material produced as a part of, or acquired in connection with the performance of, the Work terminated by the notice of the termination; and b. the completed, or partially completed plans, drawings, information and other property which, if the Contract had been completed, would have been required to be furnished to the City. 5. complete performance of such Work as shall not have been terminated by the notice of termination; and 6. take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to its contract which is in the possession of the Contractor and in which the owner has or may acquire the rest. C. At a time not later than 30 days after the termination date specified in the notice of termination, the Contractor may submit to the City a list, certified as to quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by City. D. Not later than 15 days thereafter, the City shall accept title to such items provided, that the list CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 61 of 63 submitted shall be subject to verification by the City upon removal of the items or, if the items are stored, within 45 days from the date of submission of the list, and any necessary adjustments to correct the list as submitted, shall be made prior to final settlement. E. Not later than 60 days after the notice of termination, the Contractor shall submit his termination claim to the City in the form and with the certification prescribed by the City. Unless an extension is made in writing within such 60 day period by the Contractor, and granted by the City, any and all such claims shall be conclusively deemed waived. F. In such case, Contractor shall be paid for (without duplication of any items): 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; and 3. reasonable expenses directly attributable to termination. G. In the event of the failure of the Contractor and City to agree upon the whole amount to be paid to the Contractor by reason of the termination of the Work, the City shall determine, on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amounts determined. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. ARTICLE 16 — DISPUTE RESOLUTION 16.01 Methods and Procedures A. Either City or Contractor may request mediation of any Contract Claim submitted for a decision under Paragraph 10.06 before such decision becomes final and binding. The request for mediation shall be submitted to the other party to the Contract. Timely submission of the request shall stay the effect of Paragraph 10.06.E. B. City and Contractor shall participate in the mediation process in good faith. The process shall be commenced within 60 days of filing of the request. C. If the Contract Claim is not resolved by mediation, City's action under Paragraph 10.06.0 or a denial pursuant to Paragraphs 10.06.C.3 or 10.06.1) shall become final and binding 30 days after termination of the mediation unless, within that time period, City or Contractor: 1. elects in writing to invoke any other dispute resolution process provided for in the CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 007200-1 GENERAL CONDITIONS Page 62 of 63 Supplementary Conditions; or 2. agrees with the other party to submit the Contract Claim to another dispute resolution process; or 3. gives written notice to the other party of the intent to submit the Contract Claim to a court of competent jurisdiction. ARTICLE 17 — MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended; or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 3. delivered by electronic means to or from the Project Manager. B. Business address changes must be promptly made in writing to the other party. C. Whenever the Contract Documents specifies giving notice by electronic means such electronic notice shall be deemed sufficient upon confirmation of receipt by the receiving parry. 17.02 Computation of Times When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday the next Working Day shall become the last day of the period. 17.03 Cumulative Remedies The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 17.04 Survival of Obligations 007200-1 GENERAL CONDITIONS Page 63 of 63 All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 17.05 Headings Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. CITY OF DENTON STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Member 20, 2018 DocuSign Envelope ID: A2lF9B51-74E4-4DE5-BF97-D05A27C000DB 007300-1 SUPPLEMENTARY CONDITIONS Page 1 of 5 1 SECTION 00 73 00 2 SUPPLEMENTARY CONDITIONS 3 TO 4 GENERAL CONDITIONS 5 6 Supplementary Conditions 7 8 These Supplementary Conditions modify and supplement Section 00 72 00 - General Conditions, and other 9 provisions of the Contract Documents as indicated below. All provisions of the General Conditions that are 10 modified or supplemented remain in full force and effect as so modified or supplemented. All provisions 11 of the General Conditions which are not so modified or supplemented remain in full force and effect. 12 13 Defined Terms 14 15 The terms used in these Supplementary Conditions which are defined in the General Conditions have the 16 meaning assigned to them in the General Conditions, unless specifically noted herein. 17 18 Modifications and Supplements 19 20 The following are instructions that modify or supplement specific paragraphs in the General Conditions and 21 other Contract Documents. 22 23 SC -4.01A 24 25 Easement limits shown on the Drawing are approximate and were provided to establish a basis for bidding. 26 Upon receiving the final easements descriptions, Contractor shall compare them to the lines shown on the 27 Contract Drawings. 28 29 SC -4.01A.1., "Availability of Lands" 30 31 The following is a list of known outstanding right-of-way, and/or easements to be acquired, if any as of 32 August 12, 2019: 33 34 Outstanding Right -Of -Way, and/or Easements to Be Acquired PARCEL OWNER TARGET DATE NUMBER OF POSSESSION Lake Ray Roberts Raw Water U.S. Army Corps of Engineers Chemical Feed Building September 12, 2019 35 The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, 36 and do not bind the City. 37 38 If Contractor considers the final easements provided to differ materially from the representations on the 39 Contract Drawings, Contractor shall within five (5) Business Days and before proceeding with the Work, 40 notify City in writing associated with the differing easement line locations. 41 42 SC -4.01A.2, "Availability of Lands" 43 44 Utilities or obstructions to be removed, adjusted, and/or relocated 45 CITY OF DENTON IFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised September 20, 2018 DocuSign Envelope ID: A2lF9B51-74E4-4DE5-BF97-D05A27C000DB 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 007300-2 SUPPLEMENTARY CONDITIONS Page 2 of 5 The following is list of utilities and/or obstructions that have not been removed, adjusted, and/or relocated as of August 12, 2019: EXPECTED UTILITY AND LOCATION TARGET DATE OF OWNER ADJUSTMENT None The Contractor understands and agrees that the dates listed above are estimates only, are not guaranteed, and do not bind the City. SC -4.02A., "Subsurface and Physical Conditions" The following are reports of explorations and tests of subsurface conditions at the site of the Work: A Geotechnical Report titled Switchgear and Administration Buildings, dated July 30, 2018, prepared by Freese and Nichols, Inc., a consultant of the City, providing additional information on soil and foundation conditions at the sites of the proposed High Service Electrical Switchgear Building and the proposed Administration Building. The following are drawings of physical conditions in or relating to existing surface and subsurface structures (except Underground Facilities) which are at or contiguous to the site of the Work: a. 1954 LL RWPS Substructure and Inlet Details b. 1955 4 MGD WTP Pump Room Drawings c. 1955 4 MGD WTP Pipe Lay Sheets d. 1972 WTP Expansion Piping e. 1975 42 in Water Transmission Line (South) f. 1975 Water Transmission Lay Sheets g. 1984 HSPS Extension h. 2014 LL WTP Phase I Improvements - Piping SC -4.06A., "Hazardous Environmental Conditions at Site" The following are reports and drawings of existing hazardous environmental conditions known to the City: None SC -5.03A., "Certificates of Insurance" The entities listed below are "additional insureds as their interest may appear" including their respective officers, directors, agents and employees. (1) City (2) Consultant: Freese and Nichols, Inc. and Arcadis U.S., Inc. (3) Other: None SC -5.04A., "Contractor's Insurance" The limits of liability for the insurance required by Paragraph GC -5.04 shall provide the following coverages for not less than the following amounts or greater where required by laws and regulations: 5.04A. Workers' Compensation, under Paragraph GC -5.04A. CITY OF DENTON IFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised September 20, 2018 DocuSign Envelope ID: A2lF9B51-74E4-4DE5-BF97-D05A27C000DB 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 007300-3 SUPPLEMENTARY CONDITIONS Page 3 of 5 Statutory limits Employer's liability $100,000 each accident/occurrence $100,000 Disease - each employee $500,000 Disease - policy limit SC -5.04B., "Contractor's Insurance" 5.04B. Commercial General Liability, under Paragraph GC -5.04B. Contractor's Liability Insurance under Paragraph GC -5.04B., which shall be on a per project basis covering the Contractor with minimum limits of - $1,000,000 f $1,000,000 each occurrence $2,000,000 aggregate limit The policy must have an endorsement (Amendment — Aggregate Limits of Insurance) making the General Aggregate Limits apply separately to each job site. The Commercial General Liability Insurance policies shall provide "X", "C", and "U" coverages. Verification of such coverage must be shown in the Remarks Article of the Certificate of Insurance. SC 5.04C., "Contractor's Insurance" 5.04C. Automobile Liability, under Paragraph GC -5.04C. Contractor's Liability Insurance under Paragraph GC -5.04C., which shall be in an amount not less than the following amounts: (1) Automobile Liability - a commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non -owned. $1,000,000 each accident on a combined single limit basis. Split limits are acceptable if limits are at least: $250,000 Bodily Injury per person / $500,000 Bodily Injury per accident / $100,000 Property Damage SC -5.04D., "Contractor's Insurance" The Contractor's construction activities will require its employees, agents, subcontractors, equipment, and material deliveries to cross railroad properties and tracks, or perform work within 25 feet of the center line of tracks owned and operated by None. The Contractor shall conduct its operations on railroad properties in such a manner as not to interfere with, hinder, or obstruct the railroad company in any manner whatsoever in the use or operation of its/their trains or other property. Such operations on railroad properties may require that Contractor to execute a "Right of Entry Agreement" with the particular railroad company or companies involved, and to this end the Contractor should satisfy itself as to the requirements of each railroad company and be prepared to execute the right -of -entry (if any) required by a railroad company. The requirements specified herein likewise relate to the Contractor's use of private and/or construction access roads crossing said railroad company's properties. The Contractual Liability coverage required by Paragraph 5.04D of the General Conditions shall provide coverage for not less than the following amounts, issued by companies satisfactory to the City and to the Railroad Company for a term that continues for so long as the Contractor's operations and work cross, occupy, or touch railroad property: CITY OF DENTON IFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised September 20, 2018 DocuSign Envelope ID: A2lF9B51-74E4-4DE5-BF97-D05A27C000DB 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 (1) General Aggregate: (2) Each Occurrence: Required for this Contract 007300-4 SUPPLEMENTARY CONDITIONS Page 4 of 5 $Confirm Limits with Railroad $Confirm Limits with Railroad X Not required for this Contract With respect to the above outlined insurance requirements, the following shall govern: 1. Where a single railroad company is involved, the Contractor shall provide one insurance policy in the name of the railroad company. However, if more than one grade separation or at -grade crossing is affected by the Project at entirely separate locations on the line or lines of the same railroad company, separate coverage may be required, each in the amount stated above. 2. Where more than one railroad company is operating on the same right-of-way or where several railroad companies are involved and operated on their own separate rights-of-way, the Contractor may be required to provide separate insurance policies in the name of each railroad company. 3. If, in addition to a grade separation or an at -grade crossing, other work or activity is proposed on a railroad company's right-of-way at a location entirely separate from the grade separation or at - grade crossing, insurance coverage for this work must be included in the policy covering the grade separation. 4. If no grade separation is involved but other work is proposed on a railroad company's right-of- way, all such other work may be covered in a single policy for that railroad, even though the work may be at two or more separate locations. No work or activities on a railroad company's property to be performed by the Contractor shall be commenced until the Contractor has furnished the City with an original policy or policies of the insurance for each railroad company named, as required above. All such insurance must be approved by the City and each affected Railroad Company prior to the Contractor's beginning work. The insurance specified above must be carried until all Work to be performed on the railroad right-of-way has been completed and the grade crossing, if any, is no longer used by the Contractor. In addition, insurance must be carried during all maintenance and/or repair work performed in the railroad right-of-way. Such insurance must name the railroad company as the insured, together with any tenant or lessee of the railroad company operating over tracks involved in the Project. SC -6.09., "Permits and Utilities" SC -6.09A., "Contractor obtained permits and licenses" The following are known permits and/or licenses required by the Contract to be acquired by the Contractor: 1. City of Denton Building Permits for new buildings at the Lake Lewisville Water Treatment Plant and at the Lake Ray Roberts Raw Water Pump Station 2. Town of Hickory Creek Building Permit for the new Chemical Building at the Lake Lewisville Raw Water Pump Station SC -6.09B. "City obtained permits and licenses" The following are known permits and/or licenses required by the Contract to be acquired by the City: 3. Work at the Lake Lewisville Raw Water Intake will be under the existing Nationwide Permit 3 of the U.S. Army Corps of Engineers. SC -6.09C. "Outstanding permits and licenses" The following is a list of known outstanding permits and/or licenses to be acquired, if any as of August 12, 2019: CITY OF DENTON IFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised September 20, 2018 DocuSign Envelope ID: A2lF9B51-74E4-4DE5-BF97-D05A27C000DB 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 007300-5 SUPPLEMENTARY CONDITIONS Page 5 of 5 Outstanding Permits and/or Licenses to Be Acquired OWNER PERMIT OR LICENSE AND LOCATION TARGET DATE OF POSSESSION None SC -7.02., "Coordination" The individuals or entities listed below have contracts with the City for the performance of other work at the Site: Vendor Sco a of Work Coordination Authority None SC -8.01, "Communications to Contractor" The City may delegate certain construction administration communications to the City's Consulting Engineer to facilitate administration of the project. Such authorization will be clarified at the Pre - Construction Meeting. SC -9.01., "City's Project Manager" The City's Project Manager for this Contract is Mamun Yusuf, or his successor pursuant to written notification from the City Engineer. SC -13.03C., "Tests and Inspections" None SC -16.01C.1, "Methods and Procedures" None END OF SECTION CITY OF DENTON IFB 7138 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Lake Lewisville Water Treatment Plant PH 2 Improvements Revised September 20, 2018 DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB 011100 SUMMARY OF WORK 1.00 GENERAL 1.01 SUMMARY A. Section Includes: 1. Summary of Work to be performed in accordance with the Contract Documents B. Deviations from this City of Denton Standard Specification 1. None. C. Related Specification Sections include, but are not necessarily limited to: 1. Division 0 - Bidding Requirements, Contract Forms, and Conditions of the Contract 2. Division 1 - General Requirements 1.02 PRICE AND PAYMENT PROCEDURES A. Measurement and Payment 1. Work associated with this Item is considered incidental to the various items bid. No separate payment will be allowed for this Item. 1.03 REFERENCES [NOT USED] 1.04 ADMINISTRATIVE REQUIREMENTS A. Work Covered by Contract Documents 1. Work is to include furnishing all labor, materials, equipment and incidentals, and performing all Work necessary for this construction project as detailed in the Drawings and Specifications. 2. Provide the materials, equipment, and incidentals required to make the Project completely and fully operable. 3. Provide the labor, equipment, tools, and consumable supplies required for a complete Project. 4. Provide the civil, architectural, structural, mechanical, electrical, instrumentation, and all other Work required for a complete and operable Project. 5. Test and place the completed Project in operation. 6. Provide the special tools, spare parts, lubricants, supplies, or other materials as indicated in the Contract Documents for the operation and maintenance of the Project. 7. The Contract Documents do not indicate or describe all Work required to complete the Project. Additional details required for the correct installation of Summary of Work 011100-1 DTN18104— Lake Lewisville WTP Phase 11 Improvements DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB selected products are to be provided by the Contractor and coordinated with the Construction Manager. B. Incidental Work 1. Any and all Work specifically governed by documentary requirements for the project, such as conditions imposed by the Contract Documents in which no specific item for bid has been provided for in the Proposal, then the item shall be considered as an incidental item of Work, the cost of which shall be included in the price bid in the Proposal for various bid items. C. Use of Premises 1. Coordinate uses of premises under direction of the City. 2. Assume full responsibility for protection and safekeeping of materials and equipment stored on the Site. 3. Use and occupy only portions of the public streets and alleys, or other public places or other rights-of-way as provided for in the ordinances of the City, as shown in the Contract Documents, or as may be specifically authorized in writing by the City. A reasonable amount of tools, materials, and equipment for construction purposes may be stored in such space, but no more than is necessary to avoid delay in the construction operations. b. Excavated and waste materials shall be stored in such a way as not to interfere with the use of spaces that may be designated to be left free and unobstructed and so as not to inconvenience occupants of adjacent property. c. If the street is occupied by railroad tracks, the Work shall be carried on in such manner as not to interfere with the operation of the railroad. D. Work within Easements 1. Do not enter upon private property for any purpose without having previously obtained permission from the owner of such property. 2. Do not store equipment or material on private property unless and until the specified approval of the property owner has been secured in writing by the Contractor and a copy furnished to the City. 3. Unless specifically provided otherwise, clear all rights-of-way or easements of obstructions which must be removed to make possible proper prosecution of the Work as a part of the project construction operations. 4. Preserve and use every precaution to prevent damage to, all trees, shrubbery, plants, lawns, fences, culverts, curbing, and all other types of structures or improvements, to all water, sewer, and gas lines, to all conduits, overhead pole lines, or appurtenances thereof, including the construction of temporary fences and to all other public or private property adjacent to the Work. 5. Notify the proper representatives of the owners or occupants of the public or private lands of interest in lands which might be affected by the Work. Summary of Work 011100-2 DTN18104— Lake Lewisville WTP Phase 11 Improvements DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB a. Such notice shall be made at least 48 hours in advance of the beginning of the Work. b. Notices shall be applicable to both public and private utility companies and any corporation, company, individual, or other, either as owners or occupants, whose land or interest in land might be affected by the Work. c. Be responsible for all damage or injury to property of any character resulting from any act, omission, neglect, or misconduct in the manner or method or execution of the Work, or at any time due to defective work, material, or equipment. 6. Fence a. Restore all fences encountered and removed during construction of the Project to the original or a better than original condition. b. Erect temporary fencing in place of the fencing removed whenever the Work is not in progress and when the site is vacated overnight, and/or at all times to provide site security. c. The cost for all fence work within easements, including removal, temporary closures and replacement, shall be incidental to the various items bid in the project proposal. 1.05 SUBMITTALS [NOT USED] 1.06 ACTION SUBMITTALS/INFORMATIONAL SUBMITTALS [NOT USED] 1.07 CLOSEOUT SUBMITTALS [NOT USED] 1.08 MAINTENANCE MATERIAL SUBMITTALS [NOT USED] 1.09 QUALITY ASSURANCE [NOT USED] 1.10 DELIVERY, STORAGE, AND HANDLING [NOT USED] 1.11 FIELD [SITE] CONDITIONS [NOT USED] 1.12 WARRANTY [NOT USED] 2.00 PRODUCTS [NOT USED] 3.00 EXECUTION [NOT USED] END OF SECTION Summary of Work 011100-3 DTN18104— Lake Lewisville WTP Phase 11 Improvements DocuSign Envelope ID: A21F9B51-74E4-4DE5-BF97-D05A27C000DB Exhibit A 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. Archer Western Construction, LLC 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 1 Name of local government officer about whom the information in this section is being disclosed. N/A 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? F—x] 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? F—x] Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. N/A 4 X I have no Conflict of Interest to disclose. 5 DocuSigned by: — j'/7 �L 10/24/2019 –[ BC... business with the governmental entity Date Certificate Of Completion Envelope Id: A21 F9B5174E44DE5BF97D05A27C000DB Subject: Please DocuSign: City Council Contract 7138 LLWTP Phase II Improvements Source Envelope: Document Pages: 102 Signatures: 4 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 10/14/2019 3:46:52 PM Signer Events Monisa Rogers monisa.rogers@cityofdenton.com Senior Buyer City Of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Daniel P. Walsh dpwalsh@walshgroup.com President The Walsh Group Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/9/2019 11:22:32 AM ID: 420f2fOf-ff56-4257-8bd 7-544fbOce7859 Holder: Monisa Rogers Monisa.Rogers@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 Lti"8 Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 �paus�ned by: t4�i Fe6A�.J. 7F9p326BF0204E5... Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 pecus d by; ` �—FDEB78415 IBC. Signature Adoption: Drawn on Device Using IP Address: 104.207.193.98 Docu !F� i ■ SECURED Status: Sent Envelope Originator: Monisa Rogers 901 B Texas Street Denton, TX 76209 Monisa.Rogers@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 10/14/2019 3:51:39 PM Viewed: 10/14/2019 3:51:50 PM Signed: 10/14/2019 3:53:12 PM Sent: 10/14/2019 3:53:15 PM Viewed: 10/16/2019 7:43:02 AM Signed: 10/16/2019 7:53:20 AM Sent: 10/16/2019 7:53:24 AM Viewed: 10/18/2019 2:03:04 PM Signed: 10/18/2019 2:17:15 PM Sent: 10/18/2019 2:17:19 PM Resent: 10/21/2019 11:39:54 AM Resent: 10/21/2019 1:11:33 PM Resent: 10/21/2019 1:11:50 PM Resent: 10/24/2019 9:00:07 AM Viewed: 10/24/2019 10:14:56 AM Signed: 10/24/2019 10:19:44 AM Signer Events Signature Timestamp Frank Pugsley Status Sent: 10/24/2019 10:19:48 AM frank.pugsley@cityofdenton.com E Viewed: 10/24/2019 10:23:52 AM Water Utilities Director 22WWE179184". Signed: 10/24/2019 10:24:26 AM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 10/24/2019 10:23:52 AM ID:d44d38e8-74da-4493-af21-8941cad5aa33 Cheyenne Defee Sent: 10/24/2019 10:24:29 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-4b 1 f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In ❑erson Signer Events Signature Timestamp Editor Deliver] Events Status Timestamp ❑gent Deliver❑ Events Status Timestamp irntermediar- Deliver- Events Status Timestamp Certified Deliver❑ Events Status Timestamp CarCon Cop[] Events Status Timestamp Cheyenne Defee� Sent: 10/14/2019 3:53:15 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 Thurman n Di Sent: 10/24/2019 10:19:48 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) CarCon Cop❑ Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rebecca Diviney rebecca.diviney@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Terri Keckler tkeckler@walshgroup.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rodney Lunkwitz rlunkwitz@walshgroup.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ❑ itness Events Signature Timestamp ❑otar❑ Events Signature Timestamp Envelope SummarF- Events Status Timestamps Envelope Sent Hashed/Encrypted 10/24/2019 10:24:29 AM ❑aFment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Daniel P. Walsh, Frank Pugsley, Todd Hileman ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. 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Zty °f Not., . d ter Utiltti` Water Utilities Lake Lewisville Water Treatment Plant Phase II Improvements Construction Project Description • Base Bid • Lake Lewisville Water Treatment Plant Improvements to electrical, SCADA, chemical, and mechanical systems • Zebra mussel control at Lake Lewisville and Ray Roberts Lake raw water intake structures • Bid Alternate A2 • Improvements to the Lake Lewisville raw water intake structure to improve access to water during drought Project Description • Construction Scope • New Pumping Electrical Building & Electrical Improvements • Replacement of Treated Water Meters • Drainage Improvements • Large Valve Replacements and Piping Improvements • High Service Pump Major Maintenance • Structural Preservation & Maintenance • Zebra Mussel Control • Lake Lewisville Intake Modification Invitation for Bids Result • One bid was received, Archer Western Construction, LLC. • Staff recommends awarding a contract with Archer Western Construction for the base bid plus Alternate A2 in the not to exceed amount of $15.,588,880. - # * FM 4$'5 N ER K AN ER ETJ 'TRay Roberts ke Intake rm *l�`1 � aaa+tirr� N. i TW J * } u KRd ETJ a r i C�—.: f rrr��■+wtYt r z ._-.; LLWTP - }.•i.- CII I I:.�. FM 421 a ' ILI c, rr rr .y.n Y 1f +— ti S. N 'A' limp � r1 S�'Ofi ES Lewisville E- _ w Lake Intake 70iY ST. ,a.J;,liC�,rSr�: p I 9 NS.�� Project Location Map City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 19-2679, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute a contract with Links Construction, LLC, for the construction of a new Fire Station #8, located at 3131 Colorado Boulevard; providing for the expenditure of funds therefor; and providing an effective date (RFP 7140 - awarded to Links Construction, LLC, in the not - to -exceed amount of $4,188,822.30). City of Denton Page 1 of 1 Printed on 11/8/2019 powered by LegistarTM City of Denton City Hall 11"'t"Woms,215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: November 12, 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 Links Construction, LLC, for the construction of a new Fire Station #8, located at 3131 Colorado Boulevard; providing for the expenditure of funds therefor; and providing an effective date (RFP 7140 — awarded to Links Construction, LLC, in the not -to -exceed amount of $4,188,822.30). RFP INFORMATION/BACKGROUND The Denton Fire/Rescue Department presented its 2013 Facilities Optimization Study as a supplement to its 2011 to 2015 Strategic Plan, evaluating the location and condition of current Denton Fire Department facilities. The department made recommendations for the addition and placement of future facilities to better serve the citizens of Denton. Through an analysis of its existing facilities, locations and conditions, staff determined within the scope of the report that Fire Station #8 (Southeast) be added. A site (3 to 5 acres) for a fire station in the southeast portion of the City was the recommendation to meet the desired response time criteria. Based on a statistical analysis completed in 2015, the southeast Denton area reported the highest call volume compounded with long response times, along with growth projections substantially increasing. The Insurance Services Office (ISO) identified the need for an additional fire station in southeast Denton to reduce response times in a distribution study. ISO identified the area of Brinker and Colorado as the optimum site location for a future fire station. In May 2015, City Council directed Fire to develop strategies to plan for a future Fire Station 8 as well as advance the deployment of a new medical unit ahead of the station construction. In October 2016, the department negotiated a lease agreement with Medical City Denton and Epic Development for a satellite location on the hospital campus for a new (Medic 8) medical unit to be placed into service. Medic 8 went into service April of 2017, relieving the extended call responses for existing fire stations. Upon completion in 2020, Fire Station 8 will be the first expansion of fire/EMS services from a new facility in 12 years. Requests for Proposals were sent to 322 prospective contractors for these services. In addition, specifications were placed on the Materials Management website for prospective contractors to download and advertised in the local newspaper. Ten (10) were received and evaluated based upon published criteria including past performance, experience and qualification, probable performance, and price. Based upon this evaluation, Links Construction LLC was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 914 — Construction Services Notifications sent for Solicitation sent in IonWave: 322 Number of Suppliers that viewed Solicitation in IonWave: 30 HUB -Historically Underutilized Business Invitations sent out: 21 SBE -Small Business Enterprise Invitations sent out: 113 Responses from Solicitation: 10 RECOMMENDATION Award a contract with Links Construction, LLC, for the construction of a new Fire Station #8 located at 3131 Colorado Boulevard., in a not -to -exceed amount of $4,188,822.30. PRINCIPAL PLACE OF BUSINESS Links Construction, LLC Denton, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date in 330 days. FISCAL INFORMATION These services will be funded from Capital Improvement account 100218409. Requisition #144599 has been entered into the Purchasing software system in the amount of $4,188,822.30. The budgeted amount for these services is $4,188,822.30. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: LLC Members Exhibit 4: Ordinance and Contract Exhibit 5: Presentation Respectfully submitted: Lori Hewell, 940-349-7148 Purchasing Manager For information concerning this acquisition, contact: Jody Strickland, 940-349-7225. Legal point of contact: Mack Reinwand at 940-349-8333. Exhibit 2 RFP 7140 - Pricine Evaluation for Fire Station 8 Repondent's Company Name: Principal Place of Business (City and State): Links Construction, Denton, TX MSB Constructors, LLC Inc. Boyd, TX Jordan Foster Construction Dallas, TX Cooper General Contractors Plano, TX Key Construction Texas LLC Fort Worth, TX Mart, Inc Irving, TX CCrossland onstruction Com an Inc. Columbus, KS Piazza Construction Denison, TX BBD Construction, LLC Plano, TX Taurus Commercial, Inc. Dallas, TX Products and Services Pricing: S4,188,822.30 $4,217,000.00 $4,250,113.00 $5,053,295.00 $4,573,994.00 $4,239,000.00 $4,672,000.00 $4,570,000.00 $4,322,711.00 $4,964,832.00 ITEM DESCRIPTION 1 Price Total Cost of'Ovvnership 35% 35 34.77 34.5 29.01 32.05 34.59 31.38 32.08 33.92 29.53 2 Past Performance and Experience 20% 12 14 12.5 10 9 4 10.75 3.75 4 4 3 Experience and Qualifications 20% 12 14.5 12.5 11 9 10 4 7.5 3.75 3.75 4 Indicators of Probable Performance under contract 25% 17.5 13 15 11.75 10.5 8 10 5.25 5.5 3.75 Tota1: 76.5 1 76.27 74.5 61.76 60.55 56.59 56.13 48.58 47.17 41.03 UCC Business Organizations Trademarks Notary Account Help/Fees Briefcase Logout BUSINESS ORGANIZATIONSINOUIRY -VIEW ENTITY Filing Number: 800874984 Original Date of Filing: September 24, 2007 Formation Date: NIA TaxiD: 32033808364 Duration: Perpetual Name: Links Construction, LLC Address: 525 SOUTH LOOP 288 SUITE 105 GOVERNING PERSON DENTON, TX 76205 USA Entity Type: Domestic Limited Liability Company (LLC) Entity Status: In existence FEIN: FC-GISTERED �ii_ FILING HIST iW NAMES MARAGEMENr Last update Name Title January24, 2019 JMBM I NVES'TMENTS LTn GOVERNING PERSON January 24, 2019 _ LRAR INVESTMENTS LTG GOVERNING PERSON Order]Retum to Search Instructions: 0 To place an orderfor additional information about a filing press the'Order' button ORDINANCE NO, AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH LINKS CONSRUCTION, LLC, FOR THE CONSTRUCTION OF A NEW FIRE STATION #8, LOCATED AT 3131 COLORADO BOULEVARD; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7140 - AWARDED TO LINKS CONSTRUCTION, LLC, IN THE NOT -TO -EXCEED AMOUNT OF $4,188,822.30). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the construction of a new Fire Station #8 located at 3131 Colorado Boulevard for the City of Denton; and WHEREAS, the City Manager, or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price, and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7140 Links Construction, LLC $4,188,822.30 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or his designated representative, is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. 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 CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: 2019. DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC I CITY OF DENTON Docusign City Council Transmittal Coversheet RFP 7140 File Name construction of Fire station #8 Purchasing Contact Jody word City Council Target Date Piggy Back Option Not Applicable Contract Expiration Ordinance DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND LINKS CONSTRUCTION, LLC (RFP 7140) THIS CONTRACT is made and entered into this date by and between Links Construction, LLC a Texas Limited Liability Company, whose address is 525 S. Loop 288 Suite 105, Denton, TX 76205, 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 #7140 - Construction of Fire Station #8, 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 RFP # 7140 (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." 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier's signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. SIGNATURE PAGE TO FOLLOW Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day first above written. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and ---oocu5igne-dby-"-'-*gations and business terms. Sara Hensley 47F�A3E11@4A41A..._ SIGNATURE PRINTED NAME Sara Hensley TITLE City Manager'soffice DEPARTMENT ATTEST: ROSA RIOS, CITY SECRETARY itz APPROVED AS TO LEGAL FORM: AARON LEAL. OT'1'V A'r'rnDNTEY Docu115igned by: NiwGl� �4iA+awAe�. BV> ' 7F9D328@F0204E5... Contract 7140 CONTRACTOF D0.Si91ed by: ES L6 �.l.[,i''IU�.V' BY: 3EE16E93E53F491... AUTHORIZED SIGNATURE 10/23/2019 Date: Printed Name: Title: 214-901-5971 Scott Theeringer President PHONE NUMBER stheeringer@linksconstruction.com EMAIL ADDRESS 2019-550719 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS A Texas Municipal Corporation LM TODD HILEMAN CITY MANAGER DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC EXHIBIT A SPECIAL TERMS AND CONDITIONS Total Contract Amount The Contract total for services shall not exceed $4,188,822.30. Pricing shall be per Exhibit G attached. Contract Term The Contract shall commence upon the issuance of a Notice to Proceed. Contractor shall begin work on site within fourteen (14) calendar days of receipt of Notice to Proceed and receipt of bonds. Project shall be complete within three hundred thirty (330) calendar days after work commences on site. Delays are further discussed in the Standard Terms and Conditions Exhibit C, Section 8.3. Special Notice and Additional Requirement(s): 1. Additional safety precautions shall be instituted by the awarded Contractor, as the work environment will be in an area where citizens and employees may be present, and work safety must be coordinated with the owner. 2. The Contractor shall be responsible for all spoil removals, and any excess soil that will require removal. City of Denton Duties and Responsibilities: 3. The Pre -Construction Meeting will be set up by the City of Denton Facilities Department as soon as it is awarded by Council and the bonds are approved. 4. The City of Denton Department shall obtain all necessary permits. 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 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 FIVE HUNDRED DOLLARS ($500.00) 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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC EXHIBIT C CITY OF DENTON STANDARD PURCHASE TERMS AND CONDITIONS FOR FACILITY CONSTRUCTION SERVICES 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC shall not be construed to create a contractual relationship of any kind: (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. 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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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 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) Othe Specifications and Drawings. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 1.30WNERSHIP AND USE OF ARCHITECT/ENGINEER'S DRAWINGS, SPECIFICATIONS AND OTHER 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. 1.4 CAPITALIZATION Terms capitalized in these General Conditions include those which are: (1) specifically defined in these General Conditions (except the terms defined in Subparagraph 1.10), 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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. 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 "Prime Contractor" 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. 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 Prime Contractor'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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 Prime Contractor'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 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. (1) 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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; Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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; Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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: (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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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). (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (1) 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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: (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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 Prime Contractor'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: Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 Prime Contractor 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 (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 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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; (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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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. (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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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, 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: Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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 3.19. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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) hour's 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 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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; Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. §§ 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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 Prime Contractor'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 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 backcharge the Prime Contractor for the cost of the remediation or correction; or (3) terminate the Contract for cause as provided in Article 13. ARTICLE 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. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (d) 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. 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. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC (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. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. (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. Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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; (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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 as defined in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any violation of this article shall constitute malfeasance in office, and any officer or employee of Owner guilty thereof shall there by 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. 14.9 NONDISCRIMINATION Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. 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 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC • 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 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC • 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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. [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 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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: 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; 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 Contract 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC 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 purchasinggcityofdenton.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 7140 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC EXHIBIT G Event Number 7140 Addendum 5 Event Title Construction of Fire Station #8 Event Type RFP Criteria: Responding Supplier City State Response Total Links Construction, LLC Denton TX $4,188,822.30 DocuSign Envelope ID: DE167B3C-D82C-4DEB-BB5C-52A9780D44DC Exhibit H 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. LINKS CONSTRUCTION LLC 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 1 Name of local government officer about whom the information in this section is being disclosed. None 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? F—x] 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? F—x] Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. None 4 X I have no Conflict of Interest to disclose. 5 Docu5igned by: 10/23/2019 S � '"L` v 3EPCEs3EW491 ;iness with the governmental entity Date Certificate Of Completion Envelope Id: DE167B3CD82C4DEBBB5C52A978OD44DC Subject: Please DocuSign: City Council Contract 7140 Source Envelope: Document Pages: 81 Signatures: 4 Certificate Pages: 6 Initials: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 10/17/2019 6:07:02 AM Signer Events Jody Word jody.word@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Theeringer stheeringer@linksconstruction.com President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/21/2019 3:00:35 PM ID:c011967e-1710-4c08-8028-61de40823029 Holder: Jody Word jody.word@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 Lti"8 Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 �paus�ned by: t4�i Fe A� .AJL 7F9p3266F0204E5... Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 pslgned ay E ncu L* TLWW 3EE16E93E53F491.. Signature Adoption: Pre -selected Style Using IP Address: 173.74.201.212 Docu !F� i ■ SECURED Status: Sent Envelope Originator: Jody Word 901 B Texas Street Denton, TX 76209 jody.word@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 10/17/2019 6:09:57 AM Viewed: 10/17/2019 6:10:10 AM Signed: 10/17/2019 6:11:07 AM Sent: 10/17/2019 6:11:10 AM Viewed: 10/17/2019 7:25:21 AM Signed: 10/17/2019 7:25:54 AM Sent: 10/17/2019 7:25:57 AM Resent: 10/18/2019 8:28:08 AM Viewed: 10/18/2019 12:17:41 PM Signed: 10/18/2019 12:23:58 PM Sent: 10/18/2019 12:24:02 PM Resent: 10/21/2019 12:36:29 PM Resent: 10/22/2019 8:19:09 AM Resent: 10/23/2019 7:10:00 AM Viewed: 10/21/2019 3:00:35 PM Signed: 10/23/2019 2:08:52 PM Signer Events Signature Timestamp Sara HensleySent: 10/23/2019 2:08:56 PM Sara. Hensley@cityofdenton.com ED—Sig-d hyo Viewed: 10/23/2019 2:09:20 PM Sara Hensley d7FOA3E1 Ia4'"'"... Signed: 10/23/2019 2:10:03 PM Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 107.77.199.213 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 10/23/2019 2:09:20 PM ID:adOf98b4-ebc9-4a75-ace7-7ced5506e917 Cheyenne Defee Sent: 10/23/2019 2:10:07 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-4b 1 f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In ❑erson Signer Events Signature Timestamp Editor Deliver] Events Status Timestamp ❑gent Deliver❑ Events Status Timestamp irntermediar- Deliver- Events Status Timestamp Certified Deliver❑ Events Status Timestamp CarCon Cop[] Events Status Timestamp Cheyenne Defee� Sent: 10/17/2019 6:11:10 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 Thurman n Di Sent: 10/23/2019 2:08:56 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) CarCon Cop❑ Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jody Strickland jody.strickland@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Larry Chan larry.chan@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Martin smartin@linksconstruction.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ❑ itness Events Signature Timestamp ❑otar❑ Events Signature Timestamp Envelope SummarF- Events Status Timestamps Envelope Sent Hashed/Encrypted 10/23/2019 2:10:08 PM ❑aFment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Scott Theeringer, Sara Hensley, Todd Hileman ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. fT'jM'A T - Denton Fire Station #8 (RFP#:7140) DEWON FM I Rr-CU F- LOCATION: 3131 Colorado Blvd. SIZE: 8,548 sgft. 1 Background • In August, Council gave direction to move forward with C/0 Funding vs. waiting on 2020 Bond is Facilities expedited the design/bid documents • The permitting for this project is complete 4c, 'I'Vlk' DENTON Procurement • Ten proposals were received • Highest - $5,053,295 • Lowest - $4,188,822 • Ranked based on price, past performance & experience, qualifications and probable performance f.lk' DENTON Direction • Facilities successfully bid this project and staff recommends award of this contract to Links Construction, LLC in the amount of $4,188,822-30 • Construction to start by January 2020 f.lk' DENTON Questions? Dean Hartley Department Manager Facilities Management f.lk' DENTON City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 19-2515, Version: 1 AGENDA CAPTION Consider nominations/appointments to the City's Boards, Commissions, and Committees: Library Board and Zoning Board of Adjustment. City of Denton Page 1 of 1 Printed on 11/7/2019 powered by LegistarTM City of Denton City Hall °bF 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office ACM: Sara Hensley DATE: November 12, 2019 SUBJECT Consider nominations/appointments to the City's Boards, Commissions, and Committees: Library Board and Zoning Board of Adjustment. BACKGROUND On June 16, 2019, the 2019 Boards & Commissions Screening & Appointment Process was presented and discussed with the City Council. This item is the first step in appointing members for 2019 under the new process. Exhibit 2 includes those seats for the above -noted Boards, Commissions, and Committees for whom nominations have been received, nominees fully vetted and found to meet all necessary qualifications to serve on the respective board/commission/committee. As previously discussed, only those nominees who have been fully vetted and qualified will be presented for appointment. This is not a complete listing of nominees received to date as the vetting is still in progress for some or (re)nominations have not been received. EXHIRIT9 Exhibit 1 — Agenda Information Sheet Exhibit 2 — Nominations Sheet Respectfully submitted: Rosa Rios City Secretary BOARDS & COMMISSIONS - NOMINATIONS LIST NOVEMBER 12, 2019 BOARDICOMMITTEEICOMMISSION COUNCIL PLACE NOMINATING CCM MEMBER FIRST NAME MEMBER LAST NAME PRESENT TERM NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY UNEXPIRED September 1, 2019 Library Board 5 Armintor Sam Alphonse N/A through New August 31, 2021 UNEXPIRED September 1, 2019 Zoning Board of Adjustment 1 Hudspeth Michael Redwine N/A New through August 31, 2021