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HomeMy WebLinkAbout2019-12-10 Agenda with Backup-r-" DE TON Tuesday, December 10, 2019 City of Denton Meeting Agenda City Council 12:00 PM WORK SESSION BEGINS AT 12:00 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, December 10, 2019, at 12:00 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 19-2869 Receive reports, hold discussions, and give staff direction on the following with respect to Green Tree Estates: 1. Actions taken, and expenditures made, by the City in accordance with the Mayor's Declaration of Disaster dated November 13, 2019 and Ordinance No. 19-2784; 2. Existing site conditions; 3. Code compliance observations, issues, and resolutions; 4. Water, wastewater, road, and drainage infrastructure improvement options; and 5. Alternative housing solutions for the residents Attachments: Exhibit 1 - Agenda Information Sheet.pdf Exhibit 2 - Presentation (updated) Exhibit 3 - Resident Input from Dec. 5 Small Group Meeting with Residents.pdf B. ID 19-2628 Receive a report, hold a discussion, and give staff direction regarding Stoke Denton's annual report. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Stoke Denton Annual Report Exhibit 3 - Presentation Page I Printed on 12/11/2019 City Council Meeting Agenda December 10, 2019 C. ID 19-2779 Receive a report, hold a discussion, and give staff direction regarding Solid Waste & Recycling grant applications to the North Central Texas Council of Governments (NCTCOG) Solid Waste Implementation Grants. Attachments: AIS NCTCOG Grant Exhibit 1- Presentation D. ID 19-2936 Receive a report, hold a discussion, and give staff direction regarding the Texas Department of Transportation's proposal for the removal of certain roadways within the City limits from the state highway system and turning those same roadways back to the City for maintenance and operations. Attachments: Exhibit 1 - Agend Information Sheet Exhibit 2 - Presentation E. ID 19-2951 Receive a report, hold a discussion, and give staff direction regarding the creation of a Bond Oversight Committee to monitor, evaluate, and report on the progress of bond election capital improvement programs. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Attendance Record for the 2019 Special Citizens Bond Advisory Corr Exhibit 3 - Attendance Record for the 2014 Bond Oversight Committee Exhibit 4 - Presentation F. ID 19-2930 Receive a report, hold a discussion, and give staff direction regarding the Vision Zero roadway traffic safety initiative. Attachments: 0 Exhibit 1 - Agenda Information Sheet OExhibit 2 - Presentation G. ID 19-2257 Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Plugged gas wells (2) Pro bono scientific setback study Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Exhibit 3 - Ordinance 2015-233 Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: A. ID 19-2649 Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from the City's attorneys and discuss legal status, expenses and strategy in Cause No. DC -17-08139, styled "Michael Grim and Jim Maynard v. City of Page 2 Printed on 12/11/2019 City Council Meeting Agenda December 10, 2019 Denton, Texas" pending in the 68th Judicial District Court, Dallas County, Texas; where a discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. 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). NOTE: Any item scheduled for formal action at the Special Called Meeting may be subject to a motion for reconsideration at any time during the meeting or after the meeting, up until the next succeeding official meeting of the council. 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 — D). 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 19-2722 Consider adoption of an ordinance of the City of Denton establishing the classifications and prescribing the number of positions in each classification for the Fire Department pursuant to Chapter 143 of the Texas Local Government Code; providing repealer, cumulative, and severability clauses; and declaring an effective date. Attachments: Exhibit 1 Agenda Information Sheet FD Annual Staffing 2019 Exhibit 2 Ordinance - FD Annual Staffing 2019 B. ID 19-2819 Consider approval of the minutes of November 19, 2019. Attachments: Exhibit 1 - Minutes Draft for November 19, 2019 C. ID 19-2878 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Burgess and Niple, Inc., amending the Page 3 Printed on 12/11/2019 City Council Meeting Agenda December 10, 2019 contract approved by City Council on June 19, 2018, in the not -to -exceed amount of $255,000; said first amendment to provide additional engineering services for the Morse Street Project; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-009 - providing for an additional first amendment expenditure amount not -to -exceed $88,000, with the total contract amount no -to -exceed $343,000). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Original Ordinance and Contract Exhibit 3 - Prolect Timeline Exhibit 4 - Prolect Opinion of Probable Construction Cost (OPCC) Exhibit 5 - Prolect Map Exhibit 6 - Ordinance and Amendment 1 D. ID 19-2879 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to purchase continued vendor support of the hosted Sierra Services platforms and associated hardware and software modules from Innovative Interfaces, Inc., which is the sole provider of this software, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7202 - awarded to Innovative Interfaces, Inc., in the five (5) year not -to -exceed amount of $392,686.66). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Quote Exhibit 3 - Ordinance 2. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 19-2776 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 Lessek Enterprises, LLC dba Impress Graphics, for printing services for the City of Denton City Manager's Office; providing for the expenditure of funds therefor; and providing an effective date (RFP 6977 - awarded to Lessek Enterprises, LLC dba Impress Graphics, for one (1) year, with the option for three (3) additional one (1) year extensions, in the total four (4) year not -to -exceed amount of $2,900,000). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Evaluation Exhibit 3 - LLC Members Exhibit 4 - Presentation Exhibit 5 - Ordinance and Contract 3. CONCLUDING ITEMS Page 4 Printed on 12/11/2019 City Council Meeting Agenda December 10, 2019 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 6th day of December, 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 5 Printed on 12/11/2019 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2869, Version: 1 AGENDA CAPTION Receive reports, hold discussions, and give staff direction on the following with respect to Green Tree Estates: 1. Actions taken, and expenditures made, by the City in accordance with the Mayor's Declaration of Disaster dated November 13, 2019 and Ordinance No. 19-2784; 2. Existing site conditions; 3. Code compliance observations, issues, and resolutions; 4. Water, wastewater, road, and drainage infrastructure improvement options; and Alternative housing solutions for the residents City of Denton Page 1 of 1 Printed on 12/6/2019 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: Dec. 10, 2019 SUBJECT Receive reports, hold discussions, and give staff direction on the following with respect to Green Tree Estates: 1. Actions taken, and expenditures made, by the City in accordance with the Mayor's Declaration of Disaster dated November 13, 2019 and Ordinance No. 19-2784; 2. Existing site conditions; 3. Code compliance observations, issues, and resolutions; 4. Water, wastewater, road, and drainage infrastructure improvement options; and 5. Alternative housing solutions for the residents BACKGROUND The owner and operator of a water well at Green Tree Estates previously provided 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. This cessation was enacted, as anticipated, on Nov. 15. Neither the City nor the Owner required connection of Green Tree Estates to the City system. The Owner was given the option to connect and elected not to. Prior to Cessation Prior to cessation, the City held numerous discussions with the property owner, the Texas Commission on Environmental Quality (TCEQ), and the Public Utility Commission (PUC) of Texas to provide sufficient notification regarding the cessation of water services for the water system customers. The TCEQ maintained that the system was not a public water supply since it served less than 25 people and had less than 15connections. The PUC maintained that the system was not a retail utility since the owner claimed he had not received payment for the water. The City has argued to the contrary, due to population estimates reported by residents and reports that water payments were made to the system Owner. 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 also held a public meeting with residents on Oct. 29 (30 attendees), Nov. 11 (90 attendees), and Nov. 14 (on-site, 20 attendees) to hear concerns regarding their water service. A translator was available for the latter two meetings. During those discussions, many residents stated their intention to remain in their residences regardless of cessation of water from the system Owner. Residents were also presented options for permanent and temporary water provision in additional information relating to legal and housing resources. Temporary Water Provision Staff evaluated alternatives and plans for temporary emergency potable and non -potable water service to Green Tree Estates. Staff proposed the provision of shower trailers and restroom facilities to be placed at Green Tree estates; however, at the Nov. 11 public meeting and Nov. 12 City Council Work Session, residents requested the City provide large water tanks for temporary, non -potable water use at each residence. In recognition of this request, Council directed staff to make large water tanks available to each residence for non -potable uses. A Declaration of Disaster was signed on Nov. 13 to allow the rapid mobilization of resources for the temporary provision of water. This Declaration was extended for 90 days and a budget was established of $100,000 by the Council on Nov. 15 and will conclude on Feb. 12, 2020. The City delivered to each residence a 55 -gallon barrel on Nov. 14 and a 275 -gallon tank on of Nov. 18. Residences of 4 or more received a second 275 -gallon tank on Nov. 20. The City is refilling the barrels and tanks at each residence three times per week. Additionally, the City procured potable water in one -gallon containers for use by the residents of Green Tree when requested. Residents who have additional needs are encouraged to contact the City of Denton. As of Dec. 6, 2019, the City has recorded expenditures of $22,350 for the provision of temporary water, including labor, materials, and equipment for roadway and water delivery. Going forward, staff estimates a cost of $1,450 per week to deliver water to Green Tree Estates. These numbers are preliminary and do not include staff time for salaried employees. Temporary Road Improvements When initially examined by the City, the private road conditions of Green Tree Estates were observably substandard and difficult to navigate. The private road was comprised of compacted sandy loam soil with multiple low spots and considerable rutting. A complete lack of adequate drainage made the roads difficult to impossible to traverse during and shortly after heavy rain events. To allow the City water truck to safety deliver water to residences, City staff made temporary improvements to Rolling Green Road. The road was graded to a consistent level and to provide a partial path for stormwater runoff. A flexbase material was added to stabilize the roadway and rock aggregate was used to fill in low spots. Property Ownership Green Tree Estates consists of 52 separate lots. Of these 52 lots, 27 are owned by the Roddy family and the remaining 25 are owned by a total of 16 different parties. Of the 15 occupied lots (including the lot occupied by the Roddy family), at least seven (7) are estimated to be owner -occupied. This estimation is based on existing appraisal district property records and staff on-site observations. Similarly -Situated Neighborhoods Staff has been asked by several Council members if there are other City of Denton neighborhoods where water service is provided by a private or public (state -regulated) system serving multiple residences. Staff believes there are at least 300-400 known lots in 9 neighborhoods that fit this description. Similar to Green Tree Estates, should the private or public water provider of any these lots cease to operate, residents would lose water service until they facilitated a connection to the City system or found some other means to receive permanent water provision. As a result, any action taken with Green Tree Estates could serve as a precedent for other similarly situated neighborhoods. The provision of permanent infrastructure to one or more of these neighborhoods would similarly cost multiple millions of dollars. Vacation Village, a neighborhood of 300 lots, is also similarly situated; however, it is not within the Denton city limits. DISCUSSION The City has evaluated long term options for the residents of Green Tree Estates. Existiniz Site Conditions Several conditions inherent to the site and its structures are worth noting. First, the existing pipes and connection points which were previously used to convey well water are in unknown locations and of unknown, but likely poor, condition; therefore, the City is unable to connect to this system due to potential water quality and system integrity hazards. Second, the road conditions create challenges for fire suppression. Even with the temporary road improvements, a fire engine or water tanker could not navigate to the far eastern end of the property and the narrow width of the streets branching from Rolling Green Road present additional maneuverability challenges. Additionally, the distance from the nearest hydrant (approximately 250 feet from the entrance to Green Tree Estates) necessitate the use of water tanks via a Mutual Aid agreement or labor-intensive fire suppression efforts involving multiple engines and hoses connected in sequence to reach the site of a structure fire. Third, staff believes that the dwellings and other structures within Green Tree Estates are not compliant with City codes and most, if not all, could not be connected to the City water system. Furthermore, it is unknown if occupied structures meet basic life safety standards due to the City having no record of any permitted work in this subdivision. For water service to be connected, the City must perform an inspection of the private water system. By law, if any building conditions that do not meet minimum life safety standards are observed at the time of inspection, those conditions will need to be corrected prior to connection. Additionally, a number of unoccupied structures are in serious disrepair, should be viewed as dangerous or an attractive nuisance, and must be addressed as soon as possible. The City has a duty and responsibility to protect the health and safety of the residents of Green Tree through enforcement of property codes and building standards. As a result, the City must work to address all life safety hazards. Option 1: Cease Provision of Temporary Water After 90 Days The City could consider providing temporary water through the end of the disaster period (Feb. 12) and not after. Residents of Green Tree Estates would then develop the resources required to connect to the City system or explore other long-term solutions for water provision without intervention by the City of Denton. Additionally, while the city has refrained from property code and building standard enforcement during the disaster period, the City must protect the health and safety of the residents and begin enforcement after the disaster period. Challenges: • This option is unlikely to result in permanent water provision due to residents expressing their inability to fund repairs • The city could not allow any new system to be connected to any substandard properties until the substandard conditions are brought up to code and inspected by the City. Staff does not recommend extending the emergency declaration beyond Feb. 12. Option 2: Install Full Permanent Infrastructure The City could consider funding the installation of permanent infrastructure including water, wastewater, streets, and drainage facilities. The estimated costs of each infrastructure component are summarized below (assuming 14 connections). This infrastructure would provide permanent water for the residents of Green Tree Estates and be constructed to the City's infrastructure standards. The completion of these improvements is estimated 18-24 months. This option would require the City to allocate an estimated $5.7 million from other projects to install this infrastructure. Water Ilia $1,156,244 Wastewater $1,002,801 Streets $2.865.103 TOTAL IR� $5.718.148 Challenges: • Legal and liability concerns relating to equal treatment and the gifting of public funds. • The roads are believed to be jointly owned by the residents. If confirmed, a majority ownership of the properties could seek to block the dedication of rights of way for infrastructure. • The City could not allow the new system to be connected to any substandard properties until the substandard conditions within the residences are brought up to code and inspected by the City. • $5.7 million must be reallocated from other projects. Staff does not recommend this option. Option 3: Install Water Only Infrastructure The City could consider providing only the water infrastructure to each residence (14 in total) at an estimated cost of $1,156,244. In this scenario, water mains street in Green Tree Estates, with meters being set at each dwelling's property line. This would allow residences to tie into this system in the future. The completion of these improvements is estimated 18 months. The legal and funding challenges from the full -infrastructure option remain. Challenges: • Legal and liability concerns relating to equal treatment and the gifting of public funds. • The roads are believed to be jointly owned by the residents. If confirmed, a majority ownership of the properties could seek to block the dedication of rights of way for infrastructure. • This option does not include a wastewater system, drainage improvements or streets to protect the water infrastructure and provide a drivable surface. • The City could not allow the new system to be connected to any substandard properties until the substandard conditions within the residences are brought up to code and inspected by the City. $1.15 million must be reallocated from other projects. Staff does not recommend this option. Option 4: Meters and Extended Service Lines The City would permit the installation of 14 meters at the neighborhood boundary and 2 -inch private service lines running from the meters to each residence. The cost is estimated at $208,750, or an average of $14,910 per residence. All lines on the customer side of the meter would be considered private and would be constructed and maintained by each individual customer. This includes the payment of an impact fee and a meter set and tap fee. Challenges: • The roads are believed to be jointly owned by the residents. If confirmed, a majority ownership of the properties could seek to block the dedication of rights of way for infrastructure. • Service line installation and ongoing maintenance requires a high level of coordination and ongoing cooperation between the residents. The City could not allow service lines to be connected to any substandard properties until the substandard conditions within the residences are brought up to code and inspected by the City. The cost of this option is completely borne by the residents and property owners. Staff views this option as viable, if the challenges can be addressed by the residents. Staff will briefly address home repair programs that are currently available to individual homeowners using CDBG/HOME federal funds and program requirements. The full information on the programs is available on the City's website under the Community Development page here https://www.ciiyofdenton.com/en- us/government/departments/community-development under Housing Assistance. Option 5 — Installation of a Well(s) The City would permit the installation of wells to provide potable water to the residents of Green Tree Estates. There are many unknowns associated with this option, including what properties could install a well within the confines of state and local regulations. In addition to other requirements, wells are required to be on lots of more than 2 acres if a septic system exists. If one well is installed to serve all Green Tree Estates residences, the well owner would potentially be required to conform to additional TCEQ and PUC requirements including registration as a public water supplier, conformance with testing requirements, the attainment of an operator's license. Challenges: • The City could not allow service lines to be connected to any substandard properties until the substandard conditions within the residences are brought up to code and inspected by the City. • The cost of this option is completely borne by the residents and property owners. Staff views this option as viable, if the challenges can be addressed by the residents. Option 6: Provide Assistance for Residents to Find Alternative Housing Given the additional challenges that substandard housing has placed on options for water provision, and the duty of the City of Denton to mitigate any life or safety hazards by not permitting substandard structures to be occupied, the City should consider assisting the residents in finding alternative living accommodations. This option would provide rapid, long-term access to water and safe living conditions for the residents of Green Tree Estates. Staff is still researching different avenues to assist residents in finding alternative housing, including evaluating availability of funding and housing programs and any restrictions on funding sources. DISD has indicated that students currently living in the neighborhood will be able to continue attending their current school. Challenges: • Disruption of living arrangements Staff recommends this option be considered by residents. Recommendation Flow Chart: FISCAL INFORMATION Dependent upon direction from the City Council. Cost Estimates, where available, are included in the Discussion section. RECOMMENDATION Staff recommends direction to continue working with residents and property owners to understand options and building standard requirements, and to provide assistance to residents desiring alternative housing. For those residents wishing to remain, staff recommends working with the property owners of those dwellings to come into compliance. Also, the city will permit the placement of meters or wells at Green Tree Estates provided property owners address challenges, fund costs, and comply with applicable regulations. PRIOR ACTION Nov. 15, 2019 — Declaration of Disaster EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Presentation Exhibit 3 — Resident Input from Dec. 5 Small Group Meeting Respectfully submitted: Ryan Adams Deputy Director of Public Affairs/IGR BIg jo I WARM";- y • � -���. aim Axl � - aL f M� look "IV m Today • Actions Since Nov. 12 is Site Conditions at Green Tree Estates • Options Not Recommended • Viable Options • Resident Input • Council Direction 470" M. DENTON PRIVAIF DR d f� J k� rh W E Y4�A4�D I�f] F `? VVAN U S Rti; 0 0 z i Lh ROLLING GREEN RU Z r� L X 3 lu ® Occupied C 07,v ned by Roddy Family C01ar n ed by Others a Actions Since Nov. 12 Work Session • Declaration of Disaster • Road Improvements • Delivery of Barrels and Tanks • Non -Potable Water Delivery • Purchase of Potable Water • Continued Resident and Property Owner Engagement Site Conditions • Existing Water Distribution System • Unknown locations and unknown, but likely poor, condition • Road Conditions • Maneuverability and Drainage Challenges • Fire Suppression Challenges • Dwellings and Structures • High potential for noncompliance with city codes — preventing water connection • Unknown if other life safety issues exist 470" DEM.I 0 Options Not Recommended 1. Install full permanent infrastructure at City expense 2. Install water -only infrastructure at City expense 3. Extension of disaster declaration past 90 days 470" & DENTON • Public Funds for Private Purpose • Precedent • Road Ownership/Easements • Cannot Connect to Substandard Structures Viable Options for Consideration • There are three viable options for residents to pursue • Each option has a different set of challenges and conditions. 407".. DENTON • Permit Installation of M ete rs • Permit Installation of Well(s) • Provide Assistance to Find Alternative Housing 1) Meters and Extended Service Lines is City permits installation of meters at neighborhood boundary for property owners is Property Owners responsible for construction and maintaining service lines to residences • Estimated avg. of $15,000 per household 470" & DENTON • Challenges: • Road Ownership/Easements • Resident coordination of installation and maintenance • Cannot connect to substandard properties • Cost is completely borne by property owner 2) Permit Installation of Well(s) • Property owners construct one or more wells to provide potable water. • Wells must conform to local and state regulatory requirements • Acreage • Distance from septic • Operator requirements 407".. DENTON • Challenges: • Lot size prohibitive • Current septic locations • Cannot connect to substandard properties • Cost is completely borne by property owners • Unknown condition of existing distribution system • Public Water Su plier requirements, inapplicable t 3) Assistance to Find Alternative Housing • Assist residents in finding alternative housing • May utilize Barriers Fund and Housing Navigator • Additional funding may be necessary • Students can stay at Pecan Creek per DISD -P".. DENTON • Challenges: • Disruption of current living arrangements Potential Funding Assistance for Home Repair • CDBG and HOME Federally -Funded Programs • Sampling of CDBG Funding Requirements • Home must be asingle-family dwelling* • Must be Owner Occupied • Home requires an urgent repair of code deficiencies • Owner must not be delinquent on any property taxes* • Property must meet all zoning and environmental regulations (HIP Only) • Must be a United States citizen or legal resident alien • Household income cannot exceed 80 percent of AMI *Local requirement 17%w - M. DENTON Conclusions: • City cannot use public funds for a private purpose • Permanent, habitable structures must have potable water connection • Property owners must bear costs to obtain water and meet code requirements • Substandard properties are a significant barrier to permanent water connection • City has avenues to assist with housing -PL — M. DENTON Staff Recommendation: • Work with residents and property owners to understand options and buildings standards requirements • Provide assistance to residents desiring alternative housing • For residents wishing to remain: • At end of disaster period, work with property owners to come into building compliance • Permit placement of meters or wells provided property owners address challenges, fund costs, and comply with applicable regulations • Enforce building codes on attractive nuisances 470" & DENTON CommuniInput.0 December 5 meeting with residents • 90 day to 120 day extension of the city's emergency declaration, after Feb.12, with a $150,000 allocation. This will allow families and students to finish the school year in their home as the city and residents continue to work towards a permanent solution. • No enforcement of codes while the declaration is active. • Continue of water delivery until the end of emergency declaration (even if residents pay for it, they ask that you continue to deliver) • Investigate and share eligibility CDBG -Block Grants criteria. City thoroughly examines whether those funds could off -set some of the $15K per residence estimated cost to install meters. • Consider the implications of the city's recommendation of alternative housing. City should make sure there are no violations of federal law by discriminating and playing a direct role in the displacement of families, as prohibited by receiving and using CDBG funds and under the AFFH (Affirmatively Furthering Fair Housing) laws DE� � I Direction • Proceed with staff recommendation? • Residents pay for current non -potable water service after Feb. 12? • Increased allocations to Barriers Fund? • Explore a general fund grant program for residents? • Permit, Impact, Meter Fees • Code compliance improvements -%'7" a 0 0 0 DENTON DENTON From: Lilyan Prado <1iIva n.prado@gmail.com> Sent: Friday, December 6, 2019 3:39:33 PM To: Canizares, Mario <Mario.Canizares@citvofdenton.com> Subject: Green Tree Input Mario, Per your request, the following are some of the requests from the Green Tree. Please forward to council and we will do so as well. Green Tree Resident Input 90 day to 120 day extension of the city's emergency declaration, after Feb. 12, with a $150,000 allocation. This will allow the city to continue acting in good faith as a discussion of the extension of the emergency declaration was brought up during the last work session when it was considered and also discussed informally with staff as a recommendation to include during the December work session. This extension will also allow families and students to finish the school year in their home as the city and residents continue to work towards a permanent solution. No code enforcement to be enforced while the declaration is active. The continuation of water delivery until the end of emergency declaration (even if residents pay for it, they ask that you continue to deliver) Investigate and share eligibility CDBG -Block Grants criteria and that city thoroughly examine whether some of those funds could off -set some of the $15K per residence estimated cost to install meters. Consider the implications of the city's recommendation of alternative housing. City should make sure that the city is not violating federal law by discriminating, and playing a direct role in the displacement of families, as prohibited by the receiving and using CDBG funds, and under the AFFH (Affirmatively Furthering Fair Housing) law, that legally requires and obligates for federal grantees to act or further enable the displacement of low income, minority families Take into account the emotional toll placed on already vulnerable families and school aged children that live at Green Tree. Assurance that their families be given sufficient time to figure out what they can do, and where they could possibly go, allows students to finish the school year with a hint of normalcy, while also allowing the city to do their job and find out the answers to all the uncertainty the city attorney referenced at last nights meeting Thank you for your time! In Solidarity, Lilyan Prado Carrillo, MPA Denton LULAC Council #4366 President HWNT- Denton Secretary -Past Chair/State Rep./Treasurer Youth Speaker/Program Facilitator- Coolspeak, Inc. (C ) 940-594-4509 - www.lilyanpradocarrillo.com / www.coolspeak.net City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 19-2628, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding Stoke Denton's annual report. City of Denton Page 1 of 1 Printed on 12/6/2019 powered by LegistarTM City of Denton -- City Hall 11'1%1_0000�215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: December 10, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding Stoke Denton's annual report. BACKGROUND After a request for proposals (RFP 6571) process in Fall 2017, City Council awarded a one-year contract for management of the City's Stoke Denton Entrepreneur Center to Hickory & Rail Ventures (HRV), LLC. HRV began management of Stoke on Dec. 1, 2017. Throughout the first year of the contract, HRV met all contract terms. In November 2018, City Council approved an extension and amendment to the management contract that will continue until Feb. 28, 2021. HRV is a local business founded by a Denton tech entrepreneur with established relationships in the Denton tech community. HRV's goal is for Stoke to be self-sustaining by the end of the City's lease term for the space, and its RFP pro forma was built on that goal. One of HRV's methods to work toward sustainability is to pay the City a $1,000/month rent offset in contract Year 2 and a $2,000/month rent and utility offset in contract Year 3. HRV began management of Stoke on December 1, 2017. The contract specified deliverables and metrics to be provided, including a comprehensive annual report and a semi-annual report (provided in June 2019). In addition, City and HRV staff meet at least once a month to review and discuss Stoke's monthly report, ensure that all conditions are being met under the contract, and to identify opportunities for business development and collaboration. The Annual Report attached as Exhibit 2 provides detailed information on Stoke's operations, including the results of member surveys, events held, partnership and marketing details, and HRV's capital improvement plans for the space. The HRV's founder/owner, Marshall Culpepper, will present an overview of the annual report during the work session PRIOR ACTION/REVIEW (Council, Boards, Commissions) June 11, 2018 — Informal Staff Report provided to City Council on HRV's progress with Stoke at the mid- year point of the original contract (December 2017 -May 2018). October 16, 2018 — City Council work session on the Stoke Denton annual report and discussion of contract extension. November 13, 2018 — City Council approved Ordinance 18-1846 extending the contract with HRV through Feb. 28, 2021 for the management and operation of Stoke Denton. June 15, 2019 — Informal Staff Report provided to City Council on HRV's progress with Stoke at the mid- year point of Year 2 of the contract. EXHIBITS 1. Agenda Information Sheet 2. Stoke Denton Annual Report 3. Presentation Respectfully submitted: Jessica Rogers Director of Economic Development stake Stoke Annual Report December 1, 2018 - November 30, 2019 Membership updates • As of November 30, 2018 o Individual members = 67 members / Member companies = 54 companies • As of November 30, 2019 o Individual members = 98 members / Member companies = 74 companies • Individual members + 46% and Member companies + 37% over November 2018 • Tech/tech enabled - 59% as of November 30, 2019 Membership Breakdown 100 Total Memberships + Venue Rental e9 60 40 20 I M ■ 'm NightOfficMemberships m Nights and Weekends Dedicated Memberships Virtual Memberships Coworking Memberships Dec 2018Feb 2019 Apr 2019 Jun 2019 Aug 2019 Od 2019 Jan 2019 Mar 2019 May 2019 J.12019 Sep 2019 Nov 2019 Venue Rental Breakdown 4 a 2 t 0 Dec 2018 f0 2019 Apr 2019 An 2019 Aug 2019 0ct 2019 Jan 2019 Mar 2019 May 2019 1012019 Sep 2019 N., 2019 Hourly Full Day Half Day 1 • According to the November 2019 member survey, 60% of respondents said their companies had experienced growth during their time at Stoke. o A few responses from one of the recent survey questions: Have you or your company experienced growth or success as a direct link to your membership at Stoke? ■ Yes! We found one of our new developers here! ■ Yes, I have been approached multiple times to do freelance design work by members. ■ I have had professional development growth from both informal conversations with Stoke members as well as Stoke lunch and learn training ■ Yes, hired a fellow Stoke member to work for me. ■ Have grown my personal/professional network and got a job. ■ Collaboration with other Stoke members has led to ideas that have improved my business. ■ Yes. I believe that the access to a nice office space has created a better jumping off point for my business and added value to my clients and more legitimacy to my small business. How long have you been a member? (data collected from November 2019 member survey - 43% of members participated) How likely are you to recommend Stoke to a friend or colleague? 42 responses 40 30 20 10 0 7(16.7%) 0(0%) 0(0%) 0(0%) 0(0%) 0(0%) 0(0%) 0(0%) 2 33(78.6%) 1 2 3 4 5 6 7 8 9 10 Average net promoter score = 9.7 out of 10 (data collected from November 2019 member survey - 43% of members participated) 2 How satisfied are you with Stoke as a work space and coworking community? 42 responses 30 20 10 5(11.9%) 0(0%) 0(0%) 0(0%) 0(0%) 0(0%) 0(0%) 1 (2.4%) . . 0 1 2 3 4 5 6 7 8 9 10 Average satisfaction score = 9.5 out of 10 (data collected from November 2019 member survey - 43% of members participated) Program updates Lunch + Learns • Attendance ranges from 6-18 individuals each session • Hosted each month on a variety of topics that are helpful to entrepreneurs • Free to members and open the community for a small fee • Topics have included: cyber security, email marketing, 5G networks, and website design. Member Huddles • Attendance ranges from 10-20 individuals • Time for members to get to know each other and share their wins and their needs with the group • Stoke staff give updates on programs, events, and the space Happy Hours • Attendance ranges from 10-15 people • Member happy hour happens once a month and is just for current Stoke members to gather in our kitchen • We have partnered with TechMill to host APIs and IPAs, a community happy hour for everyone interested in tech or entrepreneurship Mentor Program • We have mentors that host office hours each weekday from 12-1 pm • On an average week, approximately 1-2 people engage in the mentor office hours • This is free to everyone (members and not) and meetings are on a drop in basis Denton Angels • Angels invested in two regional startup companies • The group joined two networks, Alliance of Texas Angel Network and Angel Capital Association • The group continues to hear pitches from local startup companies 3 25 20 15 10 5 0 What programming have you participated in? c5 c tis \5 ey5 mem 2Qea' cA c' ec PcAe 0 5 c°�x a\e� o ce c�oc (data collected from November 2019 member survey - 43% of members participated) Event Updates Q Events Educational We hosted a total of 67 events in 2019 with just shy of 900 participants. Event Highlights December • Member Holiday Party - potluck lunch + white elephant gift exchange February • Toured Lewisville ISD students in an entrepreneurship class • Began hosting monthly Wordpress Meetups lead by Stoke member April • First annual Flint - Denton's entrepreneur conference for hipsters, hackers, and hustlers • Sponsored & Judged UNT Hackathon June • Enterprise Security Sessions - cyber security event put on by Stoke + Standard User Cyber Security + Techvera • Hosted Ready Rosie's annual all hands meeting August • Big Ideas Creative Mixer + Stoke birthday celebration Mlintconf the Benton startup conference for hipsters - hackers - hustlers April 12, 2019 @ Stoke Denton I Tickets $25 (Ticket includes attendance, coffee, snacks, lunch & happy hour) Learn more & register at fl i nt.stokedenton.com P R E S E N T E D B Y stokepE ARTS NTON COUNCIL 4 • Tech Expo hosted with NCTC o 12 tech startup companies + over 50 job seekers attended November • Global Entrepreneurship Week 1 st Annual SHEpreneur Crowd(v id Live Your ticket gets you dinner, drinks, and a sea to a pitch competition. The Strong America Tour Comes to Denton! Discussion on how Denton can be a financially resilient town. Partnership Highlights ' � stoke Lunch +Learn: Happy Hour Using Data In Your + Fireside Chat Marketing Strategy Get inspired by Join us in celebrating and entrepreneur, CEO, and entre Learn about marketing founder of her company, supporting preneurs analytics for your ReadyRosie,' of all types and all over business. Emily Roden. the world! Freebie Friday Free coworking at Stoke (since we're closed on the last Friday of this month)! Denton Innovation Group • Hickory & Rail Ventures took the initiative to form a new group that will devise and implement new programs in partnership with all of the regional economic development and university stakeholders. Our aim is to attract students, entrepreneurs, remote tech workers/teams, and highly scalable businesses to Denton. • Entities represented include LINT, NCTC, TWU, TechMill, Denton ISD, Denton Black Film Festival, Chamber of Commerce, and City and County Economic Development Directors, along with a few representatives from the tech industry in Denton NCTC • Put on the 2nd annual Tech Expo • NCTC was a Stoke member until August while they built their downtown Denton campus • They also hosted Flint and had a table at the event to share resources UNT • Stoke attended UNT's Al & Data Science conference. We had a display table and networked with students while also attending conference sessions TWU • TWU Center for Women Entrepreneurs hosted networking breakfasts at Stoke throughout the spring • Stoke staff attended the Elevate conference put on by TWU CWE and Denton Public Library • Stoke Executive Director continues to serve on the Advisory Council for TWU CWE • They also hosted Flint and had a table at the event to share resources 5 TechMill • TechM ill and Stoke joined forces to host a community startup happy hour, APIs and IPAs • They hosted Hacktober at Stoke in October Marketing efforts and investments Events we've sponsored • Hack UNT (UNT Discovery Park) - April • Explorium's North Texas Giving Day campaign (online) - September • DIME Handmade Harvest (Convention Center) - November • Shepreneur Pitch Competition (Stoke) - November Website stats stoke Users YTD 1.SK —Users 1 K Users (previous year) ox t,zot e-rvavao, zots - 500 0 Dec2018 Jan2019 Feb2019 Mar2019 Apr2019 May 2019 Jun2019 Ju12019 Aug2019 Sep2019 W2019 Nov2019 • Our Marketing & Community Coordinator has written 37 blogs this year (a 3X increase over 2018) which averages to over 3 each month and include: • Member and mentor highlights • Previews and information about Stoke events and programs • Content on working smarter and healthier • Tips and information for entrepreneurs and freelancers • Email subscribers has increased by 37% since November 2018 A Sessions Trends YTD Overview aam.�,w vorpd 2K — Sessions — Avg. Session Duration ers Sessions (previous 7,352 1K —_ year) t 9.6% — Avg.Session Duration (previous year) 0 Dec2018 Jan2019 Feb2019 Mar 2019 Apr2019 May2019 Jun2019 Ju12019 Aug2019 Sep2019 002019 Nov2019 Sessions 9,336 1-1.8% Bounce Rate YTD Avg. Session Duration 100% — Bounce Rate 00:01:26 50% — Bounce Rate (previous 1-20.8% year) 0% Dec 2018 Jan2019 Feb2019 Mai -2019 Apr2019 May2019 Jun2019 Ju12019 Aug2019 Sep2019 W2019 Nov2019 Bounce Rate 59.1% t-3.5% Goal Completions YTD 40 — Goal Completions Goal Completions — Goal Completions 257 20 (previous year) t 41 2% 0 Dec2018 Jan 2019 Feb 2019 Mar 2019 Apr 2019 May2019 Jun2019 Jul 2019 Aug 2019 Sep 2019 002019 Nov 2019 • Our Marketing & Community Coordinator has written 37 blogs this year (a 3X increase over 2018) which averages to over 3 each month and include: • Member and mentor highlights • Previews and information about Stoke events and programs • Content on working smarter and healthier • Tips and information for entrepreneurs and freelancers • Email subscribers has increased by 37% since November 2018 A Social Media Stats • Social media engagement has increased 118% (November 2019 over November 2018) • Social media reach has increased 39% (November 2019 over November 2018) • Followers across all platforms combined has increased by 25% (November 2019 over November 2018) OO O in Social Media Followers M Facebook = Twiner = Instagram W Linkedln AK 2K 1K Dec 2018 Feb 2019 Apr 2019 Jun 2019 Aug 2019 Oat 2019 Jan 2019 Mar 2019 May 2019 Jul 2019 Sep 2019 Nov 2019 1 Blog Posts 4 3 2 1 Dec 201 a Fe62019 Apr2019 Jun 2019 Aug 2019 W2019 Jan 2019 Mar2019 May2019 J' 12019 Sep 2019 Nov 2019 �ENpert se aulking alog(bmatl/general nfeielste.,. =Rgke--d alog(cawerking hf., event p.-. Other Marketing Updates Social Media Reach Facebook Reach = Twitter Reach = Inslagram Reach = Gnkedln Reach 80K - 60K _ 20K =-- ■ -- - 0 Dec 201 8 Feb 2019 Apr 2019 Jun 2019 Aug 2019 Oct 2019 Jan 2019 Mar2019 May2019 Ju12019 Sep2019 Wv2019 Social Media Engagement = Facebook =Twitter M Instagram M Linkedln 2K 1.5K 1K 500 ■ ■ ■ ■.._ �. � ■ ■ 0 a-IIIIIIIIIII� IIIIIIIIII� i� Dec 2018 Feb 2019 Apr 2019 Jun 2019 Aug 2019 Oct 2019 Jan 2019 Mar2019 May 2019 Ju12019 Sep 2019 Nov 2019 Social Media Traffic • Facebook m.facebcok.com • lnstagram • faoebook.com Twitter • kfacebook.com • Linkedln • Im.facebook.com Iinkedin.com 0.0— • others • Website updates including improved user experience, website content modified for better SEO, and regularly published blog posts • Got professional photographer to take pictures of the space to continue to build our library of photo assets • Continue to engage an expert marketer to manage paid digital advertising efforts • Continue to invest in paid marketing efforts through google adwords and social media • Increased in goal completions by 11 % over 2018 7 Stoke in the Press Dallas Innovates https://dal Iasi nnovates.com/fIintconf-aiming-to-have-positive-impact-on-denton-economy/ UNT North Texan https://www.ntdaily.com/denton-entrepreneur-event-encourages-female-business-owners/ https://www.ntdaily.com/stoke-helps-entrepreneurs-remote-workers-and-small-businesses-thro ua h-coworki ng -space/ https://www.ntdaily.com/stoke-denton-to-remodel-space-amid-increased-demand/ Denton Record Chronicle https://dentonrc.com/business/community-members-pitch-their-next-big-idea/article_1290f1 e8 -9cd0-5c3b-b56f-0043f823deae.html Denton County Magazine https://issuu.com/imcbride/docs/dcm_l 1-19/68 66............ N. r L , Tech Companies to Watch stoke 70 ..,.....,., ........:.......>.,.....,...... 71 Investments in space and capital improvements • Spent a total of $8,943.04 on Furniture and Fixtures to improve member experience at Stoke o Replaced picnic tables outdoors o Additional couches and chairs for break out seating were purchased o Purchased phone call booth to increase quiet space for calls o Added rugs in key areas to absorb sound and add texture o Added acoustic panels in event space o Started adding plants to create a living wall in the center of the space o Purchased 4 new file cabinets to add dedicated workstations Team & Growth Revenue Growth • Monthly revenue increased 74% (November 2019 over November 2018) • Annual revenue in 2019 increased 43% over 2018 revenue o Revenue from memberships increased 33% over 2018 o Venue rental revenue increased 6.5 times over 2018 Current Team Marshall Culpepper - Owner Heather Gregory - Executive Director Laci Kettavong - Marketing & Community Coordinator Janel Eichhorn - Freelance Marketing Renovation Update We have continued to pursue the renovation, but it has proven to be a harder and longer term project than we originally anticipated. We have been working towards securing an SBA loan, which is the best option for a young company with few assets. 9 Member Comments "I love Stoke. The management is very responsive to our needs and always working to bring relevant programming to the community. The atmosphere is fun and collaborative." "Stoke has done a great job of intentionally connecting me with mentors and other community members who could be helpful in growing my business. As a new Dentonite and tech founder, this has made my experience at Stoke invaluable." "The staff is awesome, the space itself is really nice, the location is great, members are friendly and I like that they're from a variety of backgrounds and fields. It's a great place to stay connected even when you're 100% remote." "I love being able to talk to members coming from a variety of backgrounds and expertise. Any time you want to bounce an idea off of learn more about some topic (ex. Blockchain), there's usually someone you can connect to at Stoke or through the Stoke network. As a remote worker, I also love having co -working colleagues to hang out with everyday - beats the "lonelys" of working at home." "Working from home has huge disadvantages and working with or next to others has huge advantages for a self-employed person. Depending on your type of work, Stoke has given me many opportunities to expand my personal and professional network and has made me better at my job - either through obtaining advice or processing through ideas. We all need a place to connect." 10 2019 UPDATE Our vision for uentonFs future Incubate r 0. TEXAS WOMAN'S UNIYCRlITV- UNT NORTH CENTRAL I LXAS COLLEGE Educate 10 r [7ry' r m �CI, 1Il� H. i TECIIMf LL Benton ae,ls I:IY t}I INT'N 0 00000 aaaooo r,r,r, r,r,r, 0 0 0 0 0 0 0 00 0 00 r,r,r, r,r,r, Fund / Grow hickory & rail ventures Attract /Innovate 2 o 18 (Year 1) •• 45 30 15 0 Projected — Actual Dec Jan Feb Mar Apr May Jun Jul Aug Sep Membership 2019 to YOC �t Zoo since December 2018 75 50 25 0 Projected Actual U Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Average member retention & tech -enabled members F1 Member Story Team of Defenders • Internet of Things (IoT) startup offering monitoring and security for storage units, and other assets. • Grown from 2 founders to 8 employees whiLe members at Stoke • Hired 2 engineers from UNT, and moved an engineer from Houston to Denton • Raised private funding investors from 4.0 Team of Defenders • Internet of Things (IoT) startup offering monitoring and security for storage units, and other assets. • Grown from 2 founders to 8 employees whiLe members at Stoke • Hired 2 engineers from UNT, and moved an engineer from Houston to Denton • Raised private funding investors from Member MR Educational 1g% Events .�Lai LuNi Tech 33% • 1st annual FLintConf - Denton's entrepreneur conference • Tech Expo w/ NCTC • Big Ideas Creative Mixer + Stoke birthday • Global Entrepreneurship Week • Denton Angel Investor Meetings • Enterprise Security Sessions • Monthly WordPress Meetups I angl'...Is • 2 additional startup investments in 2019 • Joined the Alliance of Texas Angel Networks, and Angel Capital Association • 8 pitch meetings held, i neve member httr)s://dentonanaeLs.com/ Denton Innovation Group (DIG) NORTH CLNTRAL Till EXAS COLLEGE Ca y DENTON TEXAS WOMAWS UNIVERS ITY- h vvENTON IN CEPC NDONT0DI i00L D10TFICT • Purpose: Advise policy to grout tech talent & companies in Denton • Currently includes all 3 universities, DISID, City & County Economic Development, and several community tech stakeholders Market FEATURED ARTICLES Learn about startups, entrepreneurs, and businesses in Denton, TX and ham Stoke as a cowarking space helps cultivate ccrrimunity and support entrepreneurs. FAIAF- � P� 4 SHOP StvIALL & MAKE E BIG IMPACT Du1ii1ij Il-6ht: u:5vn of �pupiludc' Wivili& uud cUuiitiy inUF4hF�rw:tn lnmil , FriFnds, rind nor.3h13n-s, wr-'rip ,akir U ❑ room en- r -D Mlecr o the srra11 business com -nu nilly in Denton and Fow ahopping rin-all roully hol ps ca m rryuniiias tnriwc. J - GLOBAL ENTREPRENEURSHIP WEED IN REVIEW Iiul'a u vviup fui 01u6uI Iii heli itirvuial ila Vl=k X0191 Wt VFU rhud t:n icpruriuuia urJtuuuuuiiirY nun &i5 rna-r cnd fnrrnFrt nrid lrmcnecl from thrxq experienced ii-k�PnrriN r6eir owe cormpanies arid workirg in Ihmi r i ndu&169¢. We hQR.@ yolu rlkod@ to ing • Total marketing spend -$14,4K, up from $57K in 2018 ' 37 bLog posts Written stOke� • 4 Events sponsored TOP TRAITS AND BEHAVIORS • 11 % increase i ngoaL compLetions OF ENTREPRENEURS Du fLpu -IUVU Aul it lukCxIV 6t un e11I1*4Miuur; 1s &.ra sirr h nth nq cis "E-nr-eprt-n err fill sp riF"' In !h N s Ince Last y blob, we -exp ore the entr_preneur archelvRe, de-4ii1 con -mor tram-& and beha%ei4�kr� of $ehreprensL-rc, and A -u ru in fQpnatlo n on I42col 4� nlrz�pnme u r-5 a kd ,iia rl-a os in Dcntor, Marshall Culpepper Owner/Founder Team Heather Gregory Executive Director 0 Laci Kettavong Community Specialist Cap'oital • Spent $8.9K in total improvements • mpr vements New private phone call booth (ROOM) • Added rugs, furniture, and acoustic panels in even space • Replaced picnic tables outside • Reviewing construction costs and layouts to expand by,5-7 offices R 0 a ra rt Roadmap • Resolve difficulties With grouting capacity, possibly by finalizing office buildout • Formalize DIG relationship with Denton EDP and the City • FLintCon 2020 • Transition to taking over the Lease in March 2021 Projected Growth • Today. 94 members (40% growth), $202K annual revenue • End of 2020:125 members (33% growth), $29oK annual revenue • March 2021: End of City lease, H&RV signs as primary lease holder vci/ owner MID 105 70 35 x 4 Membership Annual Revenue 2017 2018 2018 2020* $300,000 $22,5,000 $150,000 $75,000 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 19-2779, Version: 1 Legislation Text AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding Solid Waste & Recycling grant applications to the North Central Texas Council of Governments (NCTCOG) Solid Waste Implementation Grants. City of Denton Page 1 of 1 Printed on 12/6/2019 powered by LegistarTM City of Denton City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Solid Waste & Recycling Department ACM: Mario Canizares DATE: December 10, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction regarding Solid Waste & Recycling grant applications to the North Central Texas Council of Governments (NCTCOG) Solid Waste Implementation Grants. BACKGROUND Each biennium, the Texas Commission on Environmental Quality (TCEQ), allocates funds, generated by landfill tipping fees, to the 24 councils of governments (COG) located in the state of Texas for awarding grants to further the implementation of regional waste management goals through local programs. The North Central Texas Council of Governments (NCTCOG) allocates a portion of the funding toward local and regional Implementation Grants. The City of Denton Department of Solid Waste and Recycling seeks to submit grant applications in the categories of Source Reduction and Recycling, Household Hazardous Waste, Litter and Illegal Dumping Cleanups, and Local Solid Waste Management Plans with requests totaling approximately $378,200. Potential projects include the completion of a comprehensive solid waste management strategy, purchase of equipment for the HCC program, commercial recycling contamination reduction efforts, yard waste education campaign, recycling center improvements, and remote cameras for illegal dumping. Applications are due to the NCTCOG January 6, 2020 with awarding of executed projects anticipated April 2020. The project implementation period is April 2020 through March 2021. RECOMMENDATION Staff recommends approval to apply for North Central Texas Council of Governments (NCTCOG) Solid Waste Implementation Grants. ESTIMATED SCHEDULE OF PROJECT December 2019 through March 2021 PRIOR ACTION/REVIEW (Council, Boards, Commissions) None FISCAL INFORMATION Expenses associated with these proposals will be funded from the Solid Waste department's operating fund and offset by grant revenue received. EXHIBITS 1. Exhibit 1 -Presentation Respectfully submitted: Brian Boerner, 349-8001 Director of Solid Waste City of Denton 2020-21 PROPOSED SOLID WASTE GRANT PROJECTS CITY it-mmom (X' .DENTON Objectives Provide a briefing on the North Central Texas Council of Governments (NCTCOG) solid waste grant program Outline projects identified for potential funding Receive feedback and direction on proposed projects What is the North Central Texas Council of Governments (NCTCOG) solid waste grant program? Funded by the Texas Commission on Environmental Quality (TCEQ) through revenue generated by landfill tipping fees. Goal, to fund projects that support the implementation of the regional solid waste management plan by: Reducing waste Ensuring materials are reused and recycled whenever possible Reducing illegal dumping, and Safely handling remaining waste at permitted facilities Funded Each Biennium Approximately $1,200,000 allocated to support local projects Reporting Requirements Quarterly Progress Reports August 31, 2021 — TCEQ Results Report August 31, 2022 — TCEQ "Year Later Report" What is the North Central Texas Council of Governments (NCTCOG) solid waste grant program? Project categories eligible for grants Local Enforcement Source Reduction and Recycling Household Hazardous Waste Litter and Illegal Dumping Programs • Citizens' Collection Stations and "Small" Transfer Stations • Local Solid Waste Management Plans • Technical Studies • Educational and Training Projects Higher priority placed on projects that focus on: Increasing Recycling Participation & Reducing Contamination • Food Waste Diversion • Pharmaceutical Disposal (e.g. Pharmaceutical Take -Back Programs) Targeted Educational Campaigns Construction and Demolition (C&D) Diversion. NCTCOG Grant Funding Timing Proposed Grant Projects Presented to PUB and Council 2020 NCTCOG Grants Due NCTCOG Projects January 2020 Awarded March 2020 L NCTCOG Project Contracts Executed April 2020 M 2021 NCTCOG Project Completion May 2021 Proposed Grant Projects Comprehensive Solid Waste Management Strategy REQUESTED SOLID WASTE FUNDS: $100,000 PROJECT SUMMARY: The City of Denton proposes to complete and implement a Comprehensive Solid Waste Management Strategy to help staff define the direction of solid waste operations and programs over the next 25-30 years. ANTICIPATED PURCHASE: Consulting firm/team to coordinate and complete the strategy CITY DENTON Recycling dumpster contamination reduction lids/locks REQUESTED SOLID WASTE FUNDS: $45,000 PROJECT SUMMARY: To help improve the quality of recycled material at Multi -Family residential units as well as stem contamination of illegal dumping within our recycling dumpsters, the City of Denton proposes to install size restrictive lid modifications and lid locks. ANTICIPATED PURCHASE: Size Restrictive Recycling Lid Containers and Lid Locks Public Disposal Area/Recycling Center Improvements & Upgrades REQUESTED SOLID WASTE FUNDS: $85,000 PROJECT SUMMARY: The City of Denton's existing Public Disposal Area will need to be relocated prior to the next phase of the landfill development. Thoughtful design could prove crucial to the success of the operations, both from participation, contamination, and user safety standpoint. Illegal dumping is an issue at existing, unstaffed recycle center locations. As the City of Denton works to upgrade it's existing Northlakes location, there is an opportunity to install improvements designed to reduce illegal dumping and contamination ANTICIPATED PURCHASE: Design Service for PDA Improvements; Security improvement at Northlakes Recycle Center Home Chemical Collection Program Enhancement Mobile Events REQUESTED SOLID WASTE FUNDS: $108,000 PROJECT SUMMARY: The City of Denton is proposing to enhance its current curbside collection Household Hazardous Waste program by expanding it to support a monthly collection in rotating neighborhoods across the City of Denton. The city is requesting funds to assist in purchasing equipment needed for the increased materials collected, education & marketing materials. ANTICIPATED PURCHASE: Trailer, forklift, collection and packaging supplies, educational and outreach material Yard Waste Collection Kraft Bags REQUESTED SOLID WASTE FUNDS: $35,000 PROJECT SUMMARY: The City of Denton rolled out a subscription based yard waste collection service, with residents able to select a cart or kraft bags collection. During peak seasons of fall and spring, additional diversion capacity can be provided by providing residents with kraft bags. Custom outreach messaging is proposed to be added to the bag to generate awareness of the program and increase diversion. ANTICIPATED PURCHASE: 72,000 kraft bags for distribution to households in fall and spring to encourage yard waste diversion Remote Cameras for Illegal Dumping REQUESTED SOLID WASTE FUNDS: $5,200 PROJECT SUMMARY: The City of Denton has identified illegal dumping as a key concern for the stormwater permit and the protection of water quality. Many dumping incidents have been recorded at the edge of remote stream and natural areas. The City would like collaborate with Denton County as many of these sites are the edge of the City limits and jurisdiction reverts to the County ANTICIPATED PURCHASE: 10 Wireless Outdoor Security cameras with solar panel with motion sensing technology for deployment in key locations in the City and County. Next Steps With Council's Approval: Complete NCTCOG Grant Applications Council Resolution Prepared Proceed with projects/purchase. Questions? CITY o I' f%mmm DENTON City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2936, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the Texas Department of Transportation's proposal for the removal of certain roadways within the City limits from the state highway system and turning those same roadways back to the City for maintenance and operations. City of Denton Page 1 of 1 Printed on 12/6/2019 powered by LegistarTM City of Denton City Hall 11,1114TO215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects CM/ DCM/ ACM: Mario Canizares DATE: December 10, 2019 SUBJECT Receive a report, hold a discussion, and provide staff direction regarding the Texas Department of Transportation's (TxDOT) proposal for the removal of certain roadways within the City limits from the state highway system and turning it back to the City of Denton for maintenance and operations. BACKGROUND There are several major roadways within the City of Denton that are owned and maintained by TxDOT. Currently, any work within the right-of-way along these major roadways requires a TxDOT permit. TxDOT would like to remove several segments of these existing roadways from the State Highway System (SHS) using the Turnback Program and turn over the ownership, maintenance, and operational control of roadways to the City of Denton. TxDOT is interested in the turn back of the following roadway segments • US 77 (Elm Street & Locust Street) from US 380 (University Drive) to I35 (August 2020) • FM 2164 (Locust Street) from US 77 to SHL 288 (August 2020) • US 377/US 77 (Elm Street & Locust Street) from US 380 (University Drive) to Carroll Boulevard (April 202 1) • US 77 (Dallas Drive) from Locust Street to IH 35E Northbound Frontage Road (August 2020) • FM 428 (Sherman Drive) from US 77 (Elm Street) to SHL 288 (January 2020) • FM 1515 (Airport Road) from IH 35W to Masch Branch Road (Undetermined future date) If the City Council authorizes the turn back, TxDOT and City staff will assess the existing conditions of these roadway segments and TxDOT will let a contract to rehabilitate the existing pavement section for roadway segments that are in poor condition. Upon completion of the rehabilitation, TxDOT will process the removal from the SHS and provide appropriate documentation for the roadway to be transferred to the City in accordance with the implementation schedule. The City will assume ownership of this corridor at that time and be responsible for all operations and maintenance going forward. The segment of FM 428 between Elm Street and Loop 288 is currently maintained by the City of Denton and taking this segment over will not impact the overall maintenance cost for the City. Additionally, FM 1515 between IH 35 W and Masch Branch Road is currently under design and TxDOT will let a contract to complete a widening project that will upgrade FM 1515 (Airport Road) from a 2 -lane rural section to a 4/6 -lane urban section from IH 35W to Masch Branch Road. The 4 -lane section will be from Western Boulevard to Masch Branch Road. The 6 -lane section will be from IH 35W to Western Boulevard. Once this widening project is completed the City will take over this segment of FM 1515. The benefits for taking over the ownership of the major roadway segments are listed below; • Existing upgrades — Flexibility in planning, design and implementation of improvements/changes within a short timeframe (TxDOT approval and permit will not be required) • Cost Savings — Shorter turnaround time will result in lower project cost (construction inflation) • Future Planning — Complete Streets and/or its elements can be implemented without TxDOT approvals • Less right-of-way required for the public facility as majority of the utilities can be located under the pavement • Use of facility — Street closures, detour plans, etc. can be internally approved within a short timeframe The only drawback for taking over the maintenance of these roadways is the average annual maintenance cost. The cost of maintaining a lane mile of asphalt roadway is approximately $6,100 and maintaining a lane -mile of concrete road is approximately $11,200. Based on the width of existing roadway segments, the average annual maintenance cost over the life cycle of US 377/US77 (Elm Street, Locust Street and Dallas Drive) between IH35 to IH 35E as proposed in the turn -back is approximately $450,000. Based on the turn - back schedule these costs can be incrementally added to the annual operating budget for the streets department. F,XHTRiTIS 1. Exhibit 1 - AIS 2. Exhibit 2 - Presentation Respectfully submitted: Pritam Deshmukh, P.E. Deputy City Engineer State Highways — Turn Back Pritam Deshmukh — Capital Projects December 10, 2019 OF DENTON Background Turn Back Program Proposed Roadways Options December 10, 2019 ID19-2936 2/18 Several State —� Highways within ,aMlw the City limits These areJ-- perceived by the community as Local (City) Streets an u December 10, 2019 ID19-2936 t= \ --�G5 3/18 . �- 1173 � -- napal 35 •, 1111 � � Streets an u December 10, 2019 ID19-2936 t= \ --�G5 3/18 Background 0 TxDOT Turn Back Program Objective - Transfer of control of state-owned roads used primarily for local traffic Candidate roads - Lower average daily traffic and beneficial to local communities socially and economically Action - Highway ownership transfer and removal from state highway system ("Off System") by Minute Order by Texas Transportation Commission December 10, 2019 ID19-2936 6/18 US 77 (Elm Street & Locust Street) from US 380 (University Drive) to 135 FM 2164 (Locust Street) from US 77 to SHL 288 US 377/US 77 (Elm Street & Locust Street) from US 380 (University Drive) to Carroll Boulevard US 77 (Dallas Drive) from Locust Street to IH 35E Northbound Frontage Road FM 428 (Sherman Drive) from US 77 (Elm Street) to SHL 288 FM 1515 (Airport Road) from IH 35W to Masch Branch Road December 10, 2019 ID19-2936 7/18 Proposed Roadways �gI' Resolution s ! Section 4. J F - --� to SI Resolution UM' F le+ Section 3.'�aj"r E 3 t 7 (US380 to 35E) • C 1 s r E U,. L - C S i LL �� T �-}T,,�" a� ,- • .-.fir ✓� US 380-UNIV@F� US 77 and 377 — US 380 to Carroll Four lane facility, two lane one-way couplet Asphalt pavement December 10, 2019 ID19-2936 9/18 US 77 Locust to 135E Five lane undivided roadway segment Concrete and asphalt pavement December lO,2019 ID19-2936 10/18 FM 428 - US 77 to Loop 288 Four lane undivided roadway segment Asphalt pavement December 10, 2019 I D 19-2936 11 / 18 FM 1515 — Masch Branch to 135 W Future four lane and Six lane divided roadway segment Concrete pavement December 10, 2019 ID19-2936 12/18 Increased Local Control ► Returns local control back to community ► Creates opportunities for economic development and renewal Provides ability to control access (driveways) Department approval not required for special events requiring road closure Provides ability to allow and control on -street parking Provides a means to allow encroachments such as community banners, curbside dumpsters, etc. Providers a means to implement landscaping or green belt requirements Allows complete control over speed limits ► Allows utilities to be installed under the pavement (less ROW) ► Allows maintenance to be determined by local government December 10, 2019 ID19-2936 13/18 $160,000.00 $140,000.00 $120,000.00 $100,000.00 $80,000.00 $60,000.00 $40,000.00 $20,000.00 Asphalt Maint. Cost per LM CS CS+MS CS CS+MS CS M+OL CS CS+MS CS CS+MS 4 8 12 16 20 24 28 32 36 40 December 10, 2019 ID19-2936 14/18 $200,000.00 Concrete Maint. Cost Per Lane Mile $180,000.00 $160,000.00 $140,000.00 $120,000.00 $100,000.00 $80,000.00 $60,000.00 $40,000.00 $20,000.00 CS CS PR 5% CS PR 10% CS 4 8 12 16 20 24 December 10, 2019 PR 5% CS PR 10% 28 32 36 I D 19-2936 CS 40 15/18 Average Annual Maintenance is approximately $6,100 for Asphalt Pavement Average Annual Maintenance is approximately $11,200 for Concrete Pavement Overall average annual maintenance cost for the proposed roadway segments approximately $450K (does not include FM 428 and FM 1515) TxDOT will rehabilitate/reconstruct all roadway segments to City standards or better before turning it back to the City December 10, 2019 ID19-2936 16/18 Segments Length (Miles) FM 2164 — Loop 288 to US 380 2.2 US 77 and 377 — US 380 to Carroll 2 US 77 — Locust to 135E 1.4 FM 428 — US 77 to Loop 2.2 288 FM 1515 — Masch 1.7 Branch to 135 W Concrete August 2020 Asphalt August 2020 Asphalt April 2021 Concrete/ August 2020 Asphalt Asphalt January 2020 2028 Existing (one side)/No Lighting 2024 Intermittent/No Lighting 2025 Will be Improved/No Lighting 2028/2024 Intermittent/No Lighting Ongoing Intermittent/No Lighting Concrete Undetermined Undetermined December 10, 2019 ID19-2936 $ 251,552 $ 48,012 $ 77,006 $ 78,816 17/18 Approve the turn back of the proposed TxDOT roadway segments Reject the turn back of the proposed TxDOT roadway segments Provide Staff Direction December 10, 2019 ID19-2936 18/18 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 19-2951, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the creation of a Bond Oversight Committee to monitor, evaluate, and report on the progress of bond election capital improvement programs. City of Denton Page 1 of 1 Printed on 12/6/2019 powered by LegistarTM City of Denton City Hall 11"'t"Woms,215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com DEPARTMENT: CFO: DATE: SUBJECT AGENDA INFORMATION SHEET Finance Antonio Puente, Jr. December 10, 2019 Receive a report, hold a discussion, and give staff direction regarding the creation of a Bond Oversight Committee to monitor, evaluate, and report on the progress of bond election capital improvement programs. BACKGROUND The voters approved Proposition A, $154,000,000 for Street Improvements, Proposition B, $61,900,000 for Public Safety Facilities and Proposition C, $5,000,000 for Acquisition of Land for Parks on November 5, 2019. The Council -appointed Special Citizens Bond Advisory Committee assisted in developing a specific set of recommendations to take to the voters for their approval. Following prior bond elections, City Council created citizen bond program oversight committees to provide guidance when potential changes or adjustments to the bond program projects occur. Staff is proposing the creation of one bond oversight committee to monitor, evaluate and report on the progress of all active bond election capital programs. Thus, staff recommends dissolving the 2014 Bond Oversight Committee. The new Bond Oversight Committee will begin oversight of the 2019 bond election program as well as the remaining projects from the 2014 and 2012 bond elections. Attendance records for members of the Special Citizens Bond Advisory Committee and three years of the 2014 Bond Oversight Committee are included as exhibits two and three. For reference, the current members of the 2014 Bond Oversight Committee are: *Randy Robinson, Committee Chair *Tim Couch Sarah Gwynne-Hoffman Brandon McCleskey *Janet Shelton *Member of the 2019 Special Citizens Bond Advisory Committee. Additionally, the Chair and Co -Chair of the Special Citizens Bond Advisory Committee were: Pat Smith, Committee Chair Susan Parker, Committee Co -Chair The newly established Committee will ensure continued oversight of the remaining bond election programs and begin oversight of the 2019 bond election program. A resolution creating the Committee will be included on the December 17th City Council meeting agenda for consideration. PRIOR ACTION/REVIEW (Council, Boards, Commission) On December 3, 2019 a discussion was held during a work session item on the creation of a Bond Oversight Committee. Voters approved the $220.9 million Bond Program on November 5, 2019. EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Attendance Record for Special Citizens Bond Advisory Committee Exhibit 3 - Attendance Record for the 2014 Bond Oversight Committee Exhibit 4 - Presentation Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared by: Nancy Towle Treasury Manager Exhibit 2 Special Citizens' Bond Advisory Committee City Council Work Session Room Attendance Sheet by 2019 Meeting Date LAST NAME FIRST NAME 5/30 6/6 6/13 6/20 6/27 7/11 7/18 7/25 Total Bradley Tammy 1 0 1 1 0 1 1 1 6 Capps Peggy 1 1 1 1 1 1 1 1 8 Collins Jennifer 1 1 1 0 0 1 1 1 6 Crew John 1 1 1 1 1 1 1 1 8 Crouch Tim 1 1 0 0 1 1 1 1 6 DeVinney Karen 1 1 0 1 1 1 1 1 7 Haworth Pati 1 1 1 1 1 1 1 1 8 Kimmey Nanci 1 1 1 1 1 1 0 1 7 Leggett Diana 1 1 1 1 1 1 1 1 8 Lewis Cody 1 1 0 0 1 1 1 1 6 Lynass Kate 1 1 0 0 0 1 1 1 5 Montgomery Queen Janata 1 1 1 1 1 1 1 1 8 Parker Susan 1 1 1 1 1 1 0 1 7 Pruett Eric 1 1 1 1 1 1 1 1 8 Robinson Randy 1 1 0 0 1 1 1 0 5 Rumohr Suzanne 1 1 1 1 1 1 1 1 8 Shelton Janet 1 1 1 1 1 1 1 1 8 Smith Patrick 1 1 1 1 1 1 0 1 7 Tune I Nathan 0 0 1 1 0 1 1 1 5 Exhibit 3 Bond Oversight Committee Attendance Sheet 2017-2019 Meeting Dates LAST NAME FIRST NAME 2/23/2017 1/30/18 3/8/18 7/20/18 11/12/18 2/20/19 5/15/19 8/14/19 TOTAL Crouch Tim 1 1 1 1 1 1 1 1 8 Gwynne-Hoffman Sarah 1 1 0 0 1 1 0 0 4 McCleskey Brandon 1 1 1 1 1 1 0 1 7 Robinson Randy 1 1 1 1 1 1 1 0 7 Shelton Janet 1 1 1 1 1 1 1 1 8 If'f 1I iia Y HALL .� �. CITY oF oEN-urs o n d.. ten �'°��: �•' �^_rte �A. !'1 * • SAO ` min ' f . ,i eCo'Mmittee David Gaines Fi rector of Finance December 10, 2019 f J ��i:.r Wit• � .y'u.�-n i� a. gg `'l •6 •• %r meg'.+ 1 T , CITY OF DENTON December 10, 0. D. _-. Objectives • Continuation of discussion from the December 3, 2019 Work Session. • Attendance records for the 2014 Bond Oversight Committee and Special Citizens Bond Advisory Committee are attached to the agenda item • Direct staff to establish a Committee and determine Committee membership parameters December 10 2019 - ID19-2951 r`: W Bond Oversight Committee • Established to Monitor, Evaluate, & Report on Progress of the Capital Improvement Program is Staff presents project updates to the Committee on a quarterly basis • Project status and bond issuance schedules are presented • Recommendations concerning funding transfers or project alterations are sought Ic rt,46�� December 10 2019 - ID19-2951 r`: W DENTON 2019 Bond Oversight Committee Recommendation • Establish a Bond Oversight Committee to monitor 2019 Bond Program and completion of the 2012 & 2014 Programs • Appoint 7 Members to the Committee • Re -appoint the 5 Current Bond Oversight Committee Member • 3 Members were on the 2019 Special Citizens Bond Advisory Committee • Appoint the Chair and Co -Chair of 2019 Special Citizens Bond Advisory Committee • Alternative • Appoint members at Council's discretion from the 2019 Special Citizens Bond Advisory Committee ff WAL"I December 10 2019 - ID19-2951 r`: W 2019 Bond Oversight Committee Next Steps • Bring forward a resolution to create the Bond Oversight Committee on December 17, 2019 • Appoint Committee Members December 10, 2019 - ID19-2951 r` ''```# °y / t' S 6 December 10, 2019 - ID19-2951 Ak i 6/6 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 19-2930, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and provide staff direction regarding the Vision Zero roadway traffic safety initiative. City of Denton Page 1 of 1 Printed on 12/6/2019 powered by LegistarTM City of Denton City Hall 11,1114TO215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects CM/ DCM/ ACM: Mario Canizares DATE: December 10, 2019 SUBJECT Receive a report, hold a discussion and provide staff direction regarding the Vision Zero roadway traffic safety initiative. BACKGROUND On December 3, 2019 Amelia Hayes from Federal Highway Administration (FHWA) and Jay Crossley from Farm and City, presented background information on Vision Zero during work session segment of the Council meeting. The posted caption for this agenda item did not request direction from Council. As such, staff is requesting Council to provide direction on moving forward with forming a vision zero task force (inter- departmental staff), developing a vision zero goal and a vision zero plan for the City of Denton. F,XHIRITS 1. Agenda Information Sheet 2. Presentation Respectfully submitted: Pritam Deshmukh, P.E. Deputy City Engineer Vision Zero Pritam Deshmukh — Capital Projects December 10, 2019 11&��- DENTON Recap Council Direction December 10, 2019 ID19-2930 2/4 Vision Zero presented to Council as a work session item on December 3rd The published agenda caption did include direction from Council Receive direction from Council December 10, 2019 ID19-2930 3/4 ......RecapAM Ma— Vision Zero presented to Council as a work session item on December 3rd The published agenda caption did include direction from Council Receive direction from Council December 10, 2019 ID19-2930 3/4 Establish a Vision Zero Goal and Commitment Develop a Vision Zero Action Plan Create a Vision Zero Task Force led by the City with multiple departments — City Staff: Traffic Engineering, Police Department, P1O1... December 10, 2019 ID19-2930 4/4 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 19-2257, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Plugged gas wells (2) Pro bono scientific setback study City of Denton Page 1 of 1 Printed on 12/6/2019 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 ACM: Sara Hensley DATE: December 10, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Plugged Gas Wells (2) Pro bono scientific setback study 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 this work session: Plugged Gas Wells a. Requestor: Council Member Meltzer b. Council Member Request: A request for a work session regarding the risks and appropriate public protections regarding plugged wells as well as facilitating alternative surface uses for land sidelined by setbacks and reverse setbacks. c. Information from Staff To staff's knowledge, there are no state or national standards for setbacks from plugged wells. Please see below for highlights of previous staff research: • The Railroad Commission regulates the plugging activity and has standards for plugging depth and process in Texas Administrative Code Section 3.14. • Fort Worth requires a metal rod and sign to mark the location and a 5' no build easement around the well head. This is an arbitrary number according to their staff. • Flower Mound, Arlington, Burleson, and Grand Prairie require no structure be built over the well and a permanent abandonment marker visible 4' above ground. • Mansfield specifies no structure to be built within 10 feet of the plugged well. • Alberta, Canada is frequently referenced in news articles about setbacks from plugged wells and seems to have one of the more robust requirements of a 5 -meter (about 16 feet) setback from the plugged well. • Early versions of Denton's gas well ordinance specified that no structures can be built over a plugged well, but this provision was removed and is not in the 2015 ordinance (Exhibit 3). Denton has never required a setback from the plugged well. d. Date Requested: November 21, 2019 e. Requested Format for Response: Work Session 2. Pro Bono scientific setback study a. Requestor: Council Member Briggs b. Council Member Request: Request for staff to engage with the Thriving Earth Exchange to apply for an opportunity to have a pro bono scientific study regarding the safety of gas well setback and reverse set back distances. c. Information from Staff Staff provided an Informal Staff Report in the December 6, 2019 that included the background of the Thriving Earth Exchange, information about the scientific study application process, and a summary of other studies that have been performed through this program. Based on the limited information staff has received from TCEQ and additional guidance from our state legislative consultant, Focused Advocacy, the TCEQ has no specific standard for or guarantee of its acceptance of scientific studies it does not commission. Due to this uncertainty, it would be important for the Thriving Earth Exchange to engage the TCEQ at the onset of any study regarding their methods and objectives. d. Date Requested: December 1, 2019 e. Requested Format for Response: Policy EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Presentation Exhibit 3 — Ordinance 2015-233 Respectfully submitted: Stuart Birdseye Assistant to the City Manager �ityJCou _ . �� uests f L. V lb or orma tidK77: Cit v Council Meeting". cember 10,, 2019 %4A 41 tv - 10 7-i IL �ityJCou _ . �� uests f L. V lb or orma tidK77: Cit v Council Meeting". cember 10,, 2019 %4A 41 tv - 10 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 • Staff will respond to all requests where a consensus of Council is established Legistar ID: 2019-225 .k' *-?` r�`} =1 ,��r"'� =� 2 of 4 Item 1 • Plugged Gas Wells • Requestor: Council Member Meltzer • Council Member Request: A request for a work session regarding the risks and appropriate public protections regarding plugged wells as well as facilitating alternative surface uses for land sidelined by setbacks and reverse setbacks. • Information from Staff- To staff's knowledge, there are no state or national standards for setbacks from plugged wells. Setbacks from plugged wells are not included in the current Gas Well Ordinance (Exhibit 3) Legistar ID: 2019-225 .k *-':;`s� '=f..,"'�`+`- t 3 of 4 Item 2 • Pro bono scientific setback study • Requestor: Council Member Briggs • Council Member Request., Request for staff to engage with the Thriving Earth Exchange to apply for an opportunity to have a pro Bono scientific study regarding the safety of gas well setback and reverse set back distances. • Information from Staff:Staff provided an Informal Staff Report in the December 61 2019 that included the background of the Thriving Earth Exchange, information about the scientific study application process, and a summary of other studies that have been performed through this program. Based on the limited information staff has received from TCEQ and additional guidance from our state legislative consultant, Focused Advocacy, the TCEQ has no specific standard for or guarantee of its acceptance of scientific studies it does not commission. Due to this uncertainty, it would be important for the Thriving Earth Exchange to engage the TCEQ at the onset of any study regarding their methods and objectives. Legistar ID: 2019-225 'W- lei �*- 0 O W' = � ��1 ,��r"'� =��:� t 4 of 4 s:\Iegal\ourdocuments\gas well documents\15\08-04-15 gas well ordinance preambles\preambles togas well ordinance -amendments 2015,docx ORDINANCE NO. 2015-233 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING SUBCHAPTERS 5,16 AND 22 OF THE DENTON DEVELOPMENT CODE, RELATING TO GAS WELL DRILLING AND PRODUCTION, DEFINITIONS, AND PROCEDURES; PROVIDING A CUMULATIVE CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY; AND AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas is a home rule city acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code and accordingly enjoys broad powers of self governance; and WHEREAS, the City Council, pursuant to Ordinance No. 2001-465 adopted the City's first gas well drilling and production regulations as part of Chapter 35, "Zoning", and adopted Ordinance No. 2001-466 as part of Chapter 34, "Subdivision and Land Development", of the City of Denton City Code (collectively referred to as the "Gas Well Ordinance"; and WHEREAS, on February 5, 2002, the City Council incorporated the Gas Well Ordinance into the Denton Development Code, Ordinance No. 2002-040, primarily into Subchapter 22; and; WHEREAS, the increased gas well drilling and production activities in close proximity to residential and other protected uses has generated from the public a multitude of land use compatibility concerns regarding the City's ordinances and regulations now applicable to the gas well drilling and production activities, including, but not limited to, health, noise, lighting, truck traffic, dust, vibrations and other nuisances; and WHEREAS, since February 5, 2002, the City Council has amended the Gas Well Ordinance a few times since Ordinance 2002-040, with the most recent ordinance amendment, Ordinance No. 2013-014, occurring on January 15, 2013, in an attempt to address these environmental and land use compatibility concerns; and WHEREAS, after the adoption of Ordinance No. 2013-014, the City Council has continued to receive from the public a multitude of land use compatibility concerns regarding the City's ordinances and regulations now applicable to the gas well drilling and production activities, including, but not limited to, health, noise, lighting, truck traffic, dust, vibrations and other nuisances; and WHEREAS, further increased drilling in close proximity to residential and other protected uses after the enactment of Ordinance No. 2013-014 have resulted in negative and deleterious effects on Denton citizens, calling into question whether the various interests could be better balanced by additional review of the City's ordinances and regulations; and WHEREAS, the City Council of the City of Denton, Texas has witnessed the conflict between increased drilling and urban expansion, and acknowledges the need to regulate the conflicting land use issues between gas well operations and surface owners seeking the peaceful and quiet enjoyment of their property; and WHEREAS, the City Council finds that potentially harmful impacts of gas well drilling and production within the City fall most heavily upon neighborhoods and properties adjacent to gas well drilling and production operations; and WHEREAS, gas well drilling and production activities are classified as industrial uses under the Denton Development Code; and WHEREAS, gas well drilling and production activities conducted within city limits are subject to and governed by the City's zoning regulations; and WHEREAS, the City Council, after due and careful consideration, found that there remain significant and compelling environmental and land use compatibility concerns associated with the gas well drilling and production activities; and WHEREAS, on May 6, 2014, the City Council adopted a gas well moratorium, Ordinance No. 2014-137, which has subsequently been amended three times and is set to expire on August 18, 2015, to preserve the status quo while a review and update to the Gas Well Ordinance could be developed and implemented to ensure compatible land use that do not negatively impact property values and neighborhood character; and WHEREAS, based on numerous studies, the City initially pursued a course of encouraging co -location of gas wells to the maximum extent possible in order to mitigate impacts upon neighborhoods and to lessen impact on surface development; and WHEREAS, on November 4, 2014, the citizens of Denton by initiative ordinance voted to enact a ban on hydraulic fracturing; and WHEREAS, the City developed gas well ordinance amendments, based on co -location principles and presented them before the Planning & Zoning Commission for its recommendation on January 21, 2015; and WHEREAS, the Planning and Zoning Commission, via a 4-3 vote, recommended denial of the gas well ordinance amendments, which triggered a supermajority vote requirement by the City Council to overturn the denial recommendation; and WHEREAS, on May 18, 2015, House Bill 40 (Texas Natural Resources Code, Sec. 81.0523) was enacted, which provides the State of Texas with exclusive jurisdiction over Gas Well Drilling and Production Activities. Municipalities are preempted from regulating such activities, except as allowed in Sec. 81.0523(c), which expressly provides that a municipality has authority to regulate certain aspects of aboveground activity related to oil and gas operations; and WHEREAS, on June 16, 2015, the City Council amended Initiative Ordinance No. 2014- 001 to repeal the ban therein established on hydraulic fracturing; and WHEREAS, the City Council remanded the gas well ordinance amendments to the Planning and Zoning Commission for further consideration in light of the enactment of House Bill 40; and WHEREAS, City Staff presented a new proposed set of gas well ordinance amendments to the Planning and Zoning Commission to regulate those activities that may be regulated under House Bill 40, along with other regulatory authority the City possesses pursuant to Section 92.007 of the Texas Natural Resources Code, Chapters 54, 211, 212, 217 and 551 of the Texas Local Government Code, Chapter 26 of the Texas Water Code, Chapter 382 of the Texas Health and Safety Code, and numerous other legislative and Constitutional provisions of the State of Texas; and WHEREAS, after a public hearing held according to state law on July 22, 2015, the Planning and Zoning Commission, by a vote of 7-0, recommended approval of the proposed gas well ordinance amendments; and WHEREAS, on July 28, 2015, the City Council held a public hearing pursuant to state law, to hear testimony from citizens in connection with the proposed gas well ordinance amendments; and WHEREAS, at its regular meeting on August 4, 2015, the City Council, after due and careful consideration, finds that there remain significant and compelling land use compatibility concerns associated with gas well drilling and production activities; and WHEREAS, the City Council further finds that the subject changes to the Denton Development Code are consistent with the Comprehensive Plan and are in the public interest and assure the health, safety and general welfare of the City's residents and businesses; and WHEREAS, the City Council additionally finds that the provisions of the amendatory ordinance are in compliance with House Bill 40; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. All of the above recitals, including the findings made therein, are hereby found to be true and correct factual and legislative determinations of the City of Denton, Texas and are hereby approved and incorporated by reference as though fully set forth herein. SECTION 2. Subchapter 5, Section 35.5 of the Denton Development Code ("Zoning Districts and Limitations") is amended as set forth in Exhibit "l", which is fully attached and incorporated fully herein by reference. SECTION 3. New Section 35.5.10 ("Gas Well Development") is added to Subchapter 5 of the Denton Development Code, and such new section shall hereinafter read verbatim as set forth in Exhibit "2", which is attached and incorporated fully herein by reference. SECTION 4. Subchapter 16, Section 35.16.7 ("Lots, Access and Common Areas") of the Denton Development Code is amended to incorporate the specific changes identified in Exhibit "3", which exhibit is fully attached and incorporated fully herein by reference. SECTION 5. Subchapter 22 of the Denton Development Code ("Gas Well Drilling and Production") is deleted in its entirety and replaced with a new Subchapter 22, which subchapter shall hereinafter read verbatim as set forth in Exhibit "4", which is attached and incorporated fully herein by reference. SECTION 6. All ordinances in conflict herewith, are amended and superseded to the limited extent of such conflict, and all remaining sections and provisions of such ordinances, not in direct conflict herewith, are hereby made cumulative. SECTION 7. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 8. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 9. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record -Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED at the City CoLlt 1 m,, 'ting, postal and commenced on the __._dayof August, 2015. CH 181" ATTEST: JENNIFER WALTERS, CITY SECRETARY AP f VED S TO LEGAL FORM: AN11"A Bt:JR, G SS, CITY AI'1M h EN EXHIBIT "I" Zoning District and Limitations 08/04/15 version Zoning Amendments to Section 35.5 Amend Subchapter 35.5, Zoning Districts and Limitations, as follows: A. Amend Section 35.5.1, Rural Districts, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.1, for the industrial land use category "Gas Wells". B. Amend Section 35.5.2, Neighborhood/Residential, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.1, for the industrial land use category "Gas Wells," and delete the "SUP" designation for the NR -3, NR -4, NR -6, NRMU-12 and NRMU districts for the same category. C. Amend Section 35.5.3, Downtown Diversity Core, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.1. for the industrial land use category "Gas Wells," and delete the "SUP" designation for the DR -1, DR -2, DC -N and DC -G districts for the same category. D. Amend Section 35.5.4 Community Mixed Use Centers, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.1, for the industrial land use category "Gas Wells," and delete the "SUP" designation for the CM -G and CM -E districts for the same category. E. Amend Section 35.5.5 Regional Mixed Use Centers, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.1, for the industrial land use category "Gas Wells" and delete the "SUP" designation for the RCR-1 and RCR-2 districts for the same category. F. Amend Section 35.5.6, Employment Centers, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.1, for the industrial land use category "Gas Wells." G. Amend Section 35.5.7, Industrial Centers, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.1, for the industrial land use category "Gas Wells." H. Amend Section 35.5.8, Limitations, L (27), to read: "L (27) = All gas well development is subject to compliance with Subchapter 35.22, Gas Well Drilling and Production, and with Section 35.5.10 of this Ordinance." I. Amend Sections 35.5.1.2; 35.5.2.2., 35.5.3.2. 35.5.4.2, 35.5.5.2, 35.5.6.2 and 35.5.7.2, by adding to the Industrial Land Use Categories section a new industrial use, "Compressor Stations", as defined in Section 35.22.1, and by designating such use as 08/04/15 version "SUP" for the IC -E and IC -G Districts and as a "N" for all districts referenced in such sections. EXHIBIT "2" Gas Well Development 08/04/2015 version Section 35.5.10 Gas Well Development 35.5.10.1 Purpose, Authority and Applicability. A. Purpose. The drilling and production of gas and the development of gas well facilities within the corporate limits of the City necessitate promulgation of reasonable regulations to prevent devaluation of property; to protect watersheds; to ensure that Gas Well Drilling and Production Activities are compatible with adjacent land uses throughout the duration of such activities; and to assure that such activities conform to The Denton Plan. The regulations contained in Subchapters 5, 16 and 22 are designed to protect the health, safety, and general welfare of the public and to assure that the orderly and practical development of mineral resources is compatible with the quiet enjoyment of affected surface estates. The regulations contained in Subchapters 5, 16 and 22 are designed to implement the purposes set forth in this subsection and are supported by the following findings of fact: 1. Gas Well Drilling and Production Activities create externalities that potentially threaten the health, safety and general welfare of persons residing or working on property in proximity to such operations. 2. Gas Well Drilling and Production Activities, in the absence of local regulatory controls, may emit high noise levels, produce large volumes of dust, congest local streets, present fire hazards and produce other deleterious effects, all of which fall disproportionately on adjacent land uses, and which can result individually or cumulatively in injury to persons, destabilization of property values, and inhibit the quiet peace and enjoyment of surface uses of real property in the vicinity of such operations. 3. The City of Denton recognizes that the United States and the State of Texas primarily regulate Gas Well Drilling and Production Activities. Moreover, with the enactment of House Bill 40 on May 18, 2015 (Texas Natural Resources Code, Sec. 81.0523), the State of Texas has exclusive jurisdiction over Gas Well Drilling and Production Activities. Municipalities are preempted from regulating said activities except as allowed in Sec. 81.0523(c), which expressly provides that provides that a municipality has authority to regulate certain aspects of aboveground activity related to oil and gas operations. The regulations in this Subchapter are intended to regulate under such authority, in order to implement compatible local objectives that assure the health, safety and general welfare of the City's residents and businesses. 4. The proliferation of gas wells and Drilling and Production Sites within the City of Denton creates conflicts between such developments and other existing and future surface uses of the property. In order to assure the compatibility of residential, commercial and industrial uses with gas well development, it is necessary for the City to separate Gas Well Development from other surface uses within the City. 08/04/2015 version B. Authority. This Subchapter is adopted pursuant to authority vested under the constitution and laws of the United States, the State of Texas and the City of Denton. Each authorization identified in this Subchapter shall be construed as an exercise of the City's zoning powers, pursuant to the Denton City Charter, Texas Local Government Code Chapters 211 and 212 and the provisions of Subchapter 35.5 of the Denton Development Code (DDC), as well as an exercise of its authority granted by Section 81.0523(c) of the Texas Natural Resources Code. C. Applicability. The provisions of Subchapters 5 and 22 apply only within the corporate limits of the City of Denton, except as otherwise expressly stated therein. D. Integrated Provisions. The provisions of Subchapters 5 and 22 relating to gas well development are intended as a set of integrated regulations. Subchapter 5 establishes zoning classifications and permitting requirements and procedures for gas well development. Subchapter 22 contains definitions that apply to all provisions regulating gas well development, and identifies impact mitigation standards and other general standards that apply to gas well development. Each subchapter may incorporate by reference other applicable provisions of this Denton Development Code that pertain to gas well development. 2 08/04/2015 version Section 35.5.10.2 Required Authorization for Gas Well Development in City Limits. A. Zoning District Classifications for Gas Well Development 1. Gas well development is classified as an industrial land use in all zoning districts. 1 Gas well development is permitted as set forth in Sections 35.5.1 through 35.5.7 of the DDC, subject to the Limitations in Section 35.5.8 of the DDC and the standards in this section and in Subchapter 22. Gas well development also is permitted if authorized by a Master Planned Community ("MPC") or Planned Development ("PD") District. 3. In order to foster compatible land use within zoning districts, Gas Well Development within the corporate limits of the City will be subject to reasonable setbacks from Protected Uses and Residential Subdivisions, which vary according to the types of uses authorized in each district. Because many gas wells are already in close proximity to existing Protected Uses or Residential Subdivisions, setbacks standards within districts will vary according to whether the proposed Gas Well Development takes place on an Existing Site or a new site. 4. A Drilling and Production Site Setback is the distance that the site must be separated by an Operator from an existing Protected Use or Residential Subdivision. A Reverse Setback is the minimum distance that a Protected Use or Residential Subdivision must be separated by a surface owner from an approved Drilling and Production Site. A Minimum Setback is the minimum distance a Drilling and Production Site must be separated by an Operator from a Protected Use or Residential Subdivision after a waiver or variance is granted to reduce the setback requirement. B. Setbacks by Zoning District Classification: New Gas Well Drilling and Production Sites Setbacks from Protected Uses and Residential Subdivisions for new Drilling and Production Sites, Reverse Setbacks and Minimum Setbacks shall be as follows. In order to reduce Drilling and Production Site Setbacks, the procedures outlined in Section 35.5.10.3 must be followed. 1. For new Drilling and Production Sites in Rural Districts established by Section 35.5.1, in Neighborhood/Residential Districts authorized by Section 35.5.2, in Downtown University Core Districts authorized by Section 35.5.3, in Community Mixed Use Center Districts authorized by Section 35.5.4, in Regional Mixed Use Center Districts established by Section 35.5.5 and in Employment Center Districts authorized by Section 35.5.6: a. Drilling and Production Site Setbacks: 1000 feet b. Minimum Setbacks: 500 feet C. Reverse Setbacks: 250 feet 1 N 08/04/2015 version 2. For new Drilling and Production Sites in Industrial Center Districts established by Section 35.5.7:. a. Drilling and Production Site Setbacks: 250 feet K Minimum Setbacks: 250 feet C. Reverse Setbacks: 250 feet Where a proposed Drilling and Production Site in an Industrial Center District is contiguous to the boundary of a district subject to the setbacks in subsection (1), the Drilling and Production Site Setback shall be 500 feet from Protected Uses or Residential Subdivisions within the adjacent district and the Reverse and Minimum Setbacks shall be 250 feet. For new Drilling and Production Sites in PD Districts and MPC Districts, Drilling and Production Site Setbacks and Reverse Setbacks shall be as provided in the PD District or MPC District regulations or as provided in subsequent site-specific applications approved prior to August 4, 2015. The Drilling and Production Site Setbacks and Reverse Setbacks in subsection (1) shall apply to any setback not specified in the MPC or PD District regulations or in subsequent site-specific applications approved prior to August 4, 2015. Setbacks for Existing Gas Well Sites 1. For Existing Drilling and Production Sites in Industrial Center Districts: a. Drilling and Production Site Setbacks: 250 feet b. Minimum Setbacks: 250 feet C. Reverse Setbacks: 250 feet 2. For Existing Drilling and Production Sites in all other districts, except in MPC or PD Districts: a. Drilling and Production Site Setbacks: 500 feet b. Minimum Setbacks: 250 feet C. Reverse Setbacks: 250 feet 3. For Existing Drilling and Production Sites in MPC or PD Districts, setbacks shall be as provided in the MPC or PD District regulations, or as provided in subsequent site-specific applications approved prior to August 4, 2015. The Drilling and Production Site Setbacks and Reverse Setbacks in subsection (2) shall apply to any setback not specified in the MPC or PD District regulations, or in subsequent site-specific applications approved prior to August 4, 2015. N 08/04/2015 version In order to reduce Drilling and Production Site Setbacks, the procedures outlined in Section 35.5.10.3 must be followed. D. Measurement of Setbacks A Drilling and Production Site Setback shall be measured from the actual or proposed boundaries of the Drilling and Production Site in a straight line, without regard to intervening structures or objects, to the closest exterior point of any structure occupied by a Protected Use or any residential lot boundary line on an approved Residential Subdivision plat when not currently occupied by a Protected Use. 2. The Reverse Setback shall be measured from the closest exterior point of the proposed structure to be occupied by a Protected Use, in a straight line, without regard to intervening structures or objects, to the closest boundary designated for the approved Gas Well Development Site Plan, or, if no Gas Well Development Site Plan has been approved for the site, from the closest boundary of the Existing Drilling and Production Site. For a proposed Residential Subdivision plat, the Reverse Setback shall be measured from any undeveloped residential lot boundary to the closest boundary designated for the approved Gas Well Development Site Plan, or, if no Gas Well Development Site Plan has been approved for the site, from the closest boundary of the Existing Drilling and Production Site. The Reverse Setback for all other proposed Habitable Structures shall be the distance prescribed by the Fire Code. No permanent Habitable Structure, however, shall be located within the boundaries of a Drilling and Production Site. E. Compliance with Fire Code Setbacks In the event of any conflict between the setback provisions established by this Subchapter and any setback provisions established by the Fire Code, as now adopted or hereafter amended by the City of Denton, whichever provision provides for the larger setback shall control. F. After the effective date of this amendatory ordinance, a property owner who constructs a Protected Use must maintain a distance of three hundred (300) feet between the closest exterior point of the proposed structure to be occupied by the Protected Use and any equipment on a Drilling and Production Site that produces or stores flammable or combustible liquid or gas, to assure efficient emergency response operations. After such date, an Operator who locates any equipment that produces or stores flammable or combustible liquid or gas on a Drilling and Production Site must maintain a distance of three hundred (300) feet between such equipment and the closest exterior point of a structure occupied by a Protected Use. 08/04/2015 version 35.5.10.3 General Permit Requirements for New and Existing Gas Well Sites A. Permit Procedure Tracks 1. bras Well Dev It°� )jnerit Site lllati jI e lied E t' Author .abort of Multip�� C.Jlmm a. Other than for pending permit applications excepted from these regulations under 35.10.3.E.2, no Gas Well Permit shall be issued until a Drilling and Production Site has been established through approval of a Gas Well Development Site Plan for the well site. For an Existing Drilling and Production Site for which no Gas Well Development Site Plan has been approved, an Operator must obtain approval for a Gas Well Development Site Plan under these regulations before any additional wells may be permitted on the site, except as provided in Section 35.5.10.4.A. Lb. b. In order to satisfy the setback requirements of Section 35.5.10.2, an Operator must use the procedures for approval of a Gas Well Development Site Plan set forth in subsections A.2, A.3 or A.4 of this Section. C. Once a Gas Well Development Site Plan has been approved, Drilling and Production Site Setback requirements will not apply to individual Gas Well Permit applications authorized by the approved Gas Well Development Site Plan. No variance or waiver from the setback for the Drilling and Production Site shall be required for subsequent wells. d. A new Gas Well Permit must be obtained for each well authorized by an approved Gas Well Development Site Plan. e. Once a Gas Well Development Site Plan has been approved for an Existing Drilling and Production Site shown on a gas well development plat, such plat shall have no further force and effect with respect to that Drilling and Production Site. emllil,'zg tt�lma�....l'mdt,iction Sties that Meet Sctl a�j� mml�ccuir tjil,, ts. 2. l re;�cc�lu��.�_..s for Dr For a New or Existing Drilling and Production Site that meets the setback requirements in Section 35.5.10.2, an Operator may apply for a Gas Well Development Site Plan pursuant to Section 35.5.10.4. 3. ProcedLires lir 1 rilli�N g nd t'rodtictjoti Sites That Do _.loot Meet S,c,tl�ack Requirements. For a New or Existing Drilling and Production Site that does not meet the setback requirements in Section 35.5.10.2, the Operator may seek a waiver from 100% of the owners of Protected Uses and the owners of lots in Residential Subdivisions 1 08/04/2015 version within the Drilling and Production Site Setback pursuant to Section 35.5.10.6.A. In the alternative, the Operator may apply for a variance from the setback requirement from the Board of Adjustment pursuant to Section 35.5.10.6.B. In the alternative, for qualified Drilling and Production Sites, the Operator may obtain a reduction in the site setback using incentive procedures in Section 35.5.10.6.C. The Minimum Setback requirements under Section 35.5.10.2 shall apply. The notice provisions of Section 35.22.7.B apply to proceedings under this subsection. Once a setback has been reduced through waivers or variance procedures, the Operator may apply for a Gas Well Development Site Plan pursuant to Section 35.5.10.4. 4. Special Procedures for Setbacks in PD and MPC Districts. a. The Operator and the surface owner of land in a PD or MPC District may present a unified plan that assures the compatibility of surface development and Gas Well Development of the property, taking into consideration setbacks from Protected Uses and Residential Subdivisions, traffic circulation and access, fire safety and emergency response, noise and light mitigation and other factors necessary to achieve compatibility of land uses. The plan may establish different Drilling and Production Site and Reverse Setbacks that vary from those prescribed in section 35.5.10.2. The plan if approved by the City Council shall be incorporated into the zoning district regulations. b. Where the Drilling and Production Site and Reverse Setbacks for Existing Sites within a PD or MPC district are less than the minimums set forth in Section 35.5.10.2, no amendments to the zoning district regulations for surface development or gas well development shall be approved by the City Council unless the setbacks are conformed to the requirements of this Section or a compatibility plan is presented and approved pursuant to subsection 4.a. B. Sequence of Gas Well Permits The Operator must comply with all rules and regulations of the Fire Code and all other law, rules and regulations applicable to gas well operations, including, but not limited to, the following provisions. No Drilling or Production Activities may commence within the City limits until the following authorizations have been obtained, in the following sequence: 1. Approval of a Gas Well Development Site Plan pursuant to Section 35.5.10.4, for new sites. Upon approval of a Gas Well Development Site Plan, the Operator may commence construction of a Drilling and Production Site. No disturbance of the land is allowed until a Gas Well Development Site Plan is obtained. 07 08/04/2015 version 2. The Operator shall obtain a Gas Well Permit for each new gas well on such site pursuant to the application requirements and standards of Section 35.5.10.5. 3. Approval of a Temporary Above -Ground Storage Tank Permit from the Denton Fire Department. 4. Approval of Gas Well Operational Permit from the Denton Fire Department. 5. When all approvals contained in Sections 1 - 4 above have been obtained, applicant may commence Initial Drilling Activities. 6. Approval of a Flammable and Combustible Liquids Construction Permit from the Denton Fire Department. 7. Approval of a Flammable and Combustible Liquids Operational Permit from the Denton Fire Department. 8. When all approvals contained in Sections 1 - 7 above have been obtained, applicant may commence Completion Operations and Production Activities. 9. Approval of an Open Flame Operational Permit from the Denton Fire Department for flaring activities during any stage of operation. 10. New Drilling or Production Activities on an existing Drilling and Production Site that is subject to an approved Watershed Permit, or on sites which required a Watershed Permit under prior regulations, but for which site no Watershed Permit was issued, are subject to the requirements of Section 35.22.9.D. 11. The applications for any authorization for gas well drilling and production listed in this Subsection B must be submitted and approved in the numerical order listed. No subsequent application shall be determined to be complete and hereby is deemed to be incomplete until all required prior applications have been approved, and no completeness determination shall be made until such prior applications have been approved. C. Applications for gas well drilling and production shall expire ,under the following circumstances: A Specific Use Permit which was approved under prior gas well regulations expires according to its terms, or pursuant to DDC, Section 35.6.6. 2, A Watershed Protection Permit, if applicable, expires with the expiration of a Gas Well Development Site Plan. 3 08/04/2015 version 3. A Gas Well Development Site Plan for a new Drilling and Production Site expires unless a complete application for a Gas Well Permit has been filed within one (1) year of the date of approval of the Site Plan, or no drilling and production activities have occurred on the Drilling and Production Site for a period of three (3) years. A Gas Well Development Site Plan for an Existing Site does not expire, unless no drilling and production activities have occurred on the site for a period of two (2) years after all wells on the site have been plugged and abandoned. 4. A Gas Well Permit expires if Initial Drilling Activities have not commenced within one (1) year of the date of approval of the Gas Well Permit. 5. Following expiration of an approved application for gas well drilling and production, a new application must be submitted. D. The authorizations required by this Subchapter are in addition to, and not in lieu of, any permits that may be required by any other provision of the Denton City Code, DDC or any other government agency. E. Legal Non -Conformity; Exceptions 1. Non -conformities. The provisions of Subchapter 11 ("Nonconforming Uses") are applicable to gas well drilling and production activities, except as provided hereinafter. a. For purposes of Subchapter 11, the drilling of a new gas well and associated Production Activities do not constitute an existing lawful use. b. The amendment of the permitted use tables and limitations in Section 35.5 to provide for gas well Drilling and Production Activities shall not render non -conforming any Workover Operations, Drilling Activities or Production Activities for an existing well conducted on an Existing Drilling and Production Site, if such activities were authorized under a gas well permit that was approved by the Gas Well Administrator pursuant to gas well regulations in effect prior to the effective date of this amendatory ordinance. C. The adoption of this amendatory ordinance or the application of such regulations to an Existing Drilling and Production Site shall not render non -conforming any Workover Operations, Drilling Activities or Production Activities for an existing well on such site, if such activities were authorized under a gas well permit that was approved by the Gas Well Administrator prior to the effective date of this amendatory ordinance. 4 08/04/2015 version 2. General exceptions. The standards or procedures implemented by this amendatory ordinance shall not affect the processing and approval or disapproval of an application for a gas well permit that was pending for decision on the effective date of this amendatory ordinance, or any subsequent permit applications for the same gas well, or for a gas well for which a gas well permit was approved prior to the effective date of this amendatory ordinance, except to the extent necessary to give effect to this subsection E. For purposes of this subsection E.2, an amended Gas Well Development Site Plan application is not a subsequent permit application. 3. Authorizations or applications excepted under subsection 2 are subject to all gas well drilling and production standards in effect immediately prior to the effective date of this amendatory ordinance. 4, To the extent that any exception provided under subsection E.2 is dependent on an application pending on the effective date of an amendatory ordinance, such application must have been approved subsequently in order for the exception to apply. 5. City shall, prior to annexation, provide notice of the City's intent to annex to each Operator affected by the annexation. Every Operator of a Drilling and Production Site that has been annexed into the City shall register the Drilling and Production Site not later than three (3) days after the effective date of the annexation by contacting the Gas Well Administrator to ensure that gas well development plats and gas well locations are on file with the City. If they are not, the Operator shall provide the City with a copy of a gas well development plat and gas well location information. F. General Application Standard. In additional to any other remedies available at law or in equity, the City may initiate proceedings to revoke any site plan, permit, variance or special exception approved pursuant to this Section 35.5.10 upon discovery that the applicant supplied false, fraudulent or misleading information that was material to approval of the application under the standards applicable to the permit, variance or special exception. All site plan or permit applications or requests for relief to the Board of Adjustment or requests for waivers shall be verified. 5 08/04/2015 version 35.5.10.4. Gas Well Development Site Plans A. Gas Well Development Site Plan 1. Applicability. a. A Gas Well Development Site Plan approved under this amendatory ordinance is required to authorize multiple gas wells on a Drilling and Production Site and must be approved prior to issuance of any Gas Well Permit for any new well on the site. b. Notwithstanding subsection A, new wells identified on an approved Existing Gas Well Development Site Plan may be permitted in accordance with the gas well ordinance regulations in effect immediately prior to the effective date of this amendatory ordinance. C. A gas well development plat is not an Existing Gas Well Development Site Plan. d. A Gas Well Development Site Plan is not required to authorize Workover Operations, Drilling Activities or Production Activities for an existing gas well for which a gas well permit was issued prior to the effective date of this amendatory ordinance. 2. Application Requirements. a. A cover page that includes a vicinity map of the Drilling and Production Site; a Sheet Index that identifies the number of Exhibits with titles for each (exhibit titles shall begin with the word `Exhibit' and include the respective letter); the Project Title; the date of preparation; the preparer, Operator, and property owner's names; space for the City project number; and a signature block for both the Gas Well Administrator and the City Secretary. b. A mapping exhibit with an accurate legal description of the Drilling and Production Site that was prepared and certified by a Registered Professional Land Surveyor of the State of Texas. Provide closure sheet of bearings and distances used in legal description. The exhibit shall include exact location, dimension, and description of all existing public, proposed, or private easements, and public rights-of-way within the lease area, intersecting or contiguous with its boundary, or forming such boundary. Describe and locate all permanent survey monuments, pins, and control points and tie and reference the survey corners to the Texas State Plane Coordinate System North Central Zone 1983-1999 datum. Provide proposed pipeline route—note that a separate application may be 1 08/04/2015 version necessary if the proposed route encroaches onto any public easement, right-of-way or land owned by the City of Denton. C, The maximum size of a proposed Drilling and Production Site shall be 3 acres, unless the Operator can demonstrate to the City at the time of filing of a Gas Well Development Site Plan application that (i) the surface owner(s) has agreed to a larger site via a written agreement that will be recorded by the Operator in the Denton County records, (ii) the surface owner is subject to a covenant in a written instrument, or memorandum thereof, recorded prior to August 4, 2015, that authorizes a larger site, or (iii) the Operator can demonstrate that a larger site is needed to accommodate the planned gas well operations based upon the acreage that the Operator presently has under the mineral lease; provided that no new Drilling and Production Site authorized under (i), (ii) or (iii) may exceed seven (7) acres, unless authorized by the Board of Adjustment. For a Gas Well existing on the effective date of this amendatory ordinance, evidence that the current Drilling and Production Site is greater than the maximum size shall be sufficient proof to demonstrate that a larger site is needed to accommodate the planned gas well operations proposed by the Gas Well Development Site Plan. A gas well development plat is neither a written agreement nor a written instrument or memorandum within the meaning of this subsection. d. A map showing the distance from the boundaries of the Drilling and Production Site from all Protected Uses and Residential Subdivisions. If the separation distance(s) from Protected Uses and Residential Subdivisions do not meet the setback requirements of Section 35.5.10.2, the application also must include a copy of the waivers approved pursuant to Section 35.5.10.6.A, or the approval of a setback variance approved by the Board of Adjustment pursuant to Section 35.5.10.6.B. If the Operator seeks to qualify the proposed Drilling and Production Site for an administrative waiver pursuant to Section 35.5.10.6.C, the information therein required shall be submitted with the application for site plan approval. e. A site plan of the Drilling and Production Site, capable of being recorded, showing clear site boundary lines and the location of all on-site improvements and equipment, including: tanks, pipelines, compressors, separators, and other appurtenances in relation to the boundaries of the site. f. A legal description of the proposed Drilling and Production Site. g. An Erosion and Sediment Control Plan. Such exhibit must include contact information, a physical site description including: land uses; general vegetation and surface water in near proximity; topography/contour lines 2 08/04/2015 version both pre- and post -construction; hydrologic analysis including: stormwater directional flow, outfalls, water well related structures and water sources; receiving waters; soils; project narrative with general timeline; well pad site plan including: fueling areas, waste disposal containers, hazardous materials storage, and product and condensate storage tanks, soil stabilization and erosion control measures including: list of selected stormwater measures, site map of selected stormwater measures, locations and final stabilization plans; solid waste management plan, septic/portolet location; and maintenance plan for stormwater controls including schedule and transfer of ownership provision. See Gas Well Erosion and Sediment Control Plan Guidance Document for details. h. An Access and Transportation Plan identifying the points of access and routes to be followed on the road network supporting gas well development on the Drilling and Production Site over time, and the internal circulation plan for the property containing the proposed site, including provisions to protect vehicle access to Neighborhood Streets. The Plan shall contain specifications for construction of the access road(s) and on-site fire lanes that meet the standards for emergency access set forth in Section 35.22.2.E. A map showing transportation route and road for equipment, supplies, chemicals, or waste products used or produced by the gas well operation shall be included. The map shall illustrate the length of all public roads that will be used for site ingress and egress The water source proposed for both the drilling and fracturing stages shall be identified in the Plan, together with a designation whether the water is to be hauled or piped to the site. A Landscape Plan. The project review planner will determine if a buffer is required based on the adjacent land use(s). If the planner determines a buffer is required, then a landscape plan must be submitted in accordance with the City of Denton's Landscape Plan Checklist. Not every Drilling and Production Site requires a landscape plan. j. A Tree Inventory and Preservation and Mitigation Plan. For sites with trees, a Tree Inventory and a Preservation Plan and Mitigation Plan pursuant to DDC, Section 35.13.7 will be submitted. k. A copy of any prior approvals required, including conditions imposed, such as a Special Use Permit (SUP) or Watershed Protection Permit; A Noise Management Plan, prepared in accordance with Section 35.22.2.F.2; and M. Proof of issuance of Notice of Activities pursuant to Section 35.22.7.a.1, 3. Procedures and Criteria. 3 08/04/2015 version a. Processing of application. An application for a Gas Well Development Site Plan shall be processed in accordance with the requirements of Section 35.16.19 of the DDC, and shall be decided by the Gas Well Administrator. b. Criteria. The Gas Well Administrator shall approve the application if it meets the following standards: The site meets the setback requirements of Section 35.5.10.2, a waiver has been granted or a variance from such standards has been approved by the Board of Adjustment or the Gas Well Administrator. ii. The application is consistent with any applicable SUP, MPC or PD site specific authorization, or Watershed Protection Permit and any conditions incorporated therein. iii. The application meets applicable requirements of section 35.22.2. iv. The size of the Drilling and Production Site can accommodate the number of wells proposed. V. The site is adequately served by a road network, does not take access from any Neighborhood Street, and road remediation fees have been paid. vi. Notice of the application has been posted pursuant to Section 35.22.7. C. Conditions. The Gas Well Administrator may impose conditions that assure compliance with the terms of the prior approvals or standards of this Subchapter. 4. Effect. The approval of a Gas Well Development Site Plan authorizes the Operator to apply for a Gas Well Permit for each well authorized by the Site Plan and other permits required before commencement of Drilling Activities on the Drilling and Production Site. 5, Recordation. An approved Gas Well Development Site Plan must be recorded by the Operator in the Denton County Records prior to the issuance of a Gas Well Permit. 2 08/04/2015 version B. Amended Gas Well Site Plan If the Operator proposes to do any of the following, an Amended Gas Well Development Site Plan shall be required. The applications shall be reviewed and decided in the same manner as the original application. a. Relocate the boundaries of the Drilling and Production Site. b. Expand the boundaries of the Drilling and Production Site. Change the layout of the structures or appurtenances within the boundaries of the approved Drilling and Production Site. d. Change the access road(s) or the location of the access road(s). 2. The application shall be reviewed and decided in the same manner as the original application for the Drilling and Production Site. 3. The setback requirements of Section 35.5.10.2 shall apply to activities described in Sections B.1.a and B.1.b above. 4. An approved Amended Gas Well Development Site Plan shall be recorded as required by Section A.5 above. C. Expiration and Extension of Gas Well Development Site Plans 1. A Gas Well Development Site Plan for a new Drilling and Production Site expires unless a complete application for a Gas Well Permit has been filed within one (1) year of the date of approval of the Site Plan, or no drilling and production activities have occurred on the Site for a period of three (3) years. 2. A Gas Well Development Site Plan for an Existing Site does not expire, unless no drilling and production activities have occurred on the site for a period of two (2) years after all wells on the site have been plugged and abandoned. 3. An Operator may seek a special exception from the Board of Adjustment pursuant to Section 35.5.10.6.13 for a one-year extension of the expiration date for a Gas Well Development Site Plan for a new Drilling and Production Site. 5 08/04/2015 version 35.5.10.5. - Gas Well Permits A. Applicability and Exceptions Any person, acting for himself or acting as an agent, employee, independent contractor, or servant for any person, shall not engage in Initial Drilling Activities within the corporate limits of the City without first obtaining a Gas Well Permit. 2, A Gas Well Permit shall be required for each well. No Gas Well Permit shall be issued for multiple wells. A Gas Well Permit shall not be required for exploration for gas. Exploration of gas means geologic or geophysical activities, including, but not limited to surveying and seismic exploration not involving explosive charges, related to the search for oil, gas, or other sub -surface hydrocarbons. A seismic permit is required for impact -based exploration. 4. A Gas Well Permit shall constitute authority for Initial Drilling Activities, Completion Operations, Production Operations, Workover Operations and Redrilling with proper notice pursuant to Section 35.22.7. 5. By acceptance of any Gas Well Permit issued pursuant to this section, the Operator expressly stipulates and agrees to be bound by and comply with the provisions of Section 35.5.10 and Chapter 35.22 of the Denton Development Code. The terms of such provisions shall be deemed to be incorporated in any Gas Well Permit issued pursuant to this section with the same force and effect as if such gas well development regulations were set forth verbatim in such Gas Well Permit. 6, A Gas Well Permit is not required to authorize Workover Operations, Drilling Activities or Production Activities for an existing well conducted on an Existing Site, if such activities were authorized under a gas well permit approved by the Gas Well Administrator pursuant to gas well regulations in effect prior to the effective date of this amendatory ordinance; provided that nuisance and sound mitigation requirements under Section 35.21.1 and F.2 and notice requirements under Section 35.22.7.0 shall apply to such activities. An Operator is not relieved from the obligation to obtain additional Fire Code permits for such activities. B. Application Requirements Applications for Gas Well Permits shall include the following: a. File marked copy of recorded Gas Well Site Development Plan; b. A completed application and permit form provided by the City that is signed by the applicant; 08/04/2015 version C. The application fee; d. Upon completion of construction of the Drilling and Production Site, a copy of the As -built Gas Well Development Site Plan; e. A copy of the permit issued by the RRC and corresponding API number; f. Well and Operator information; g. Description of work to be performed; h. Anticipated start date; i. Water source to be used for Completion Operations; j. Verification that notices were provided in accordance with Section 35.22.7.13; and k. Proof of insurance and security. C. Procedures and Criteria. 1. Filing of application. All applications for Gas Well Permits shall be filed with the Department. Incomplete applications shall be returned to the applicant, in which case the City shall provide a written explanation of the deficiencies. The City shall retain a processing fee determined by ordinance. The City may return any application as incomplete if there is a dispute pending before the Railroad Commission regarding the identity or authority of the Operator for the gas well. 2. Criteria. The Gas Well Administrator shall approve the application if it meets the following standards: a. The application is consistent with the approved Gas Well Development Site Plan and any conditions incorporated therein. b. The application meets applicable standards of Section 35.22.2. C. The application is in conformance with the insurance and security requirements set forth in Section 35.22.3 and Section 35.22.4. 3. Conditions. The Gas Well Administrator shall not approve a Gas Well Permit until after the Operator has provided: a. The security and insurance required by Subsections 35.22.3 and 35.22.4; 1) 08/04/2015 version b. Payment of the required Road Damage Remediation Fee that will obligate the Operator to repair damage excluding ordinary wear and tear, if any, to public streets, including but not limited to, damage to bridges caused by the Operator or by the Operator's employees, agents, contractors, subcontractors or representatives in the performance of any activity authorized by or contemplated by the approved Gas Well Permit. 4. An Operator may obtain a conditional Gas Well Permit contingent upon the submittal of an As -Built Gas Well Development Site Plan that conforms to the approved Gas Well Development Site Plan. The Gas Well Administrator shall review the As -Built submittal within three (3) business days. Upon the written determination of the Gas Well Administrator that the As -Built Gas Well Development Site Plan conforms to the legal description as approved in the Gas Well Development Site Plan, the Operator may commence Drilling Activities. 5, Contents of Permit. Each Gas Well Permit issued by the Gas Well Administrator shall: a. Identify the name of each well and its Operator; b. Specify the date on which the Gas Well Administrator issued each Permit; C. Specify the Permit expiration date; d. Specify that if drilling is commenced before the Permit expires, the Permit shall continue until the well covered by the Permit is abandoned and the site restored; e. Incorporate, by reference, the insurance and security requirements set forth in Subsection 35.22.3 and Subsection 35.22.4; £ Incorporate, by reference, the requirement for periodic reports set forth in Subsection 35.22.6 and for Notice of Activities set forth in Subsection 35.22.7; g. Incorporate the full text of the release of liability provisions set forth in Subsection 35.22.3.A.1; h. Incorporate, by reference, the conditions of the applicable Watershed Protection Permit to which the Gas Well Permit is subject; Incorporate, by reference, the information contained in the Permit application; j. Include the statement that all Drilling and Production Activities are subject to the applicable rules and regulations of the RRC, including the I 08/04/2015 version applicable "Field Rules", TCEQ and United States Army Corps of Engineers; k. Contain the name, address, and phone number of the person designated to receive notices from the City; 1. Contain the name, address and phone number of the person designated to receive service of process from the City, which person shall be a resident of Texas that can be served in person or by registered or certified mail; M. Incorporate the well's RRC permit number and the American Petroleum Institute (API) number; n. Incorporate, by reference all other applicable provisions set forth in the DDC; o. Contain a notarized statement signed by the Operator, or designee, that the information is, to the best knowledge and belief of the Operator or designee, true and correct; P. Contain a statement that the Operator acknowledges and voluntarily consents to be inspected by the City to ensure compliance with this Subchapter, Subchapter 22, and applicable provisions of the DDC, and the City Code; and q. If the Drilling and Production Site has not been constructed, an As -Built Gas Well Development Site Plan must be approved prior to commencement of Drilling Activities. 6. Denial of Permit a. The decision of the Gas Well Administrator to deny an application for a Gas Well Permit shall be provided to the Operator in writing within ten (10) days after the decision, including an explanation of the basis for the decision. b. If an application for a Gas Well Permit is denied by the Gas Well Administrator, nothing herein contained shall prevent a new Gas Well Permit application from being re -submitted. D. Expiration of Gas Well Permit. 1. A Gas Well Permit is valid for a period of one (1) year and shall automatically expire, unless Initial Drilling Activities have commenced prior to such date. 2 08/04/2015 version 2. If a Gas Well Permit has been issued by the City but Initial Drilling Activities have not commenced prior to the expiration date of the Permit, the Permit shall not be extended unless a special exception has been approved by the Board of Adjustment pursuant to Section 35.5.10.6; however, the Operator may reapply for a new Permit, as long as the Gas Well Development Site Plan remains in effect. E. Transfer of Gas Well Permit. A Gas Well Permit may be transferred by the Operator with the written consent of the City if the transfer is in writing signed by both parties, if the transferee agrees to be bound by the terms and conditions of the transferred Permit, if all information previously provided to the City as part of the application for the transferred Permit is updated to reflect any changes, and if the transferee provides the insurance and security required by Section 35.22.3 and Section 35.22.4. The insurance and security provided by the transferor shall be released if a copy of the written transfer is provided to the City and all other requirements provided in this subsection are satisfied. The transfer shall not relieve the transferor from any liability to the City arising out of any activities conducted prior to the transfer. 08/04/2015 version 35.5.10.6. — Relief Measures. A. Waiver Procedures for Setback Reductions Property Owner Waivers for Drilling and Production Sites. An Operator may obtain a reduction in the Drilling and Production Site Setback requirements of Section 35.5.10.2 by procuring written, notarized waivers from 100% of the owners of Protected Uses and the owners of lots in Residential subdivisions that are within the required setback. a. Property owner waivers must be in a format approved by the City and shall include an aerial exhibit attached clearly depicting the boundaries of the proposed Drilling and Production Site where well development could occur and the closest dimension to each Protected Use and each lot in the Residential Subdivision for which the waiver is being requested. Signatures are required on both the form and exhibit. b. Written notarized waivers granted by all the property owners within the prescribed setback distance from a Drilling and Production Site must be filed, at the expense of the Operator, in the Denton County records. All waivers must identify the property address, block and lot number, subdivision name and plat volume and page number. Copies of filed property owner waivers must be submitted with the filing of a complete application for a Gas Well Development Site Plan. C. If the Operator fails to obtain written waivers from all property owners within the prescribed Drilling and Production Site Setback, the Operator may submit a request for a variance to the Board of Adjustment pursuant to subsection 35.10.63, or a request for an administrative variance, pursuant to subsection 35.10.6.C. 2. Effect of Surface Development on Drilling and Production Site Setback Waivers. After the effective date of this amendatory ordinance, when a property owner constructs a Protected Use or develops a Residential Subdivision within the Drilling and Production Site Setback for an Existing Site prescribed by Section 35.5.10.2.C, such property owner shall be deemed to have granted the Operator a waiver in satisfaction of subsection (1) requirements for that property containing the Protected Use or constituting the Residential Subdivision. This waiver shall apply to all successor property owners. This does not relieve an Operator from obtaining waiver(s) from all other property owners located within the Drilling and Production Site Setback for the Existing Site. 3. The notice provisions of Section 35.22.7.B apply to procedures under this Section A. 08/04/2015 version B. Board of Adjustment Proceedings 1. The Board of Adjustment shall hear and decide appeals of orders, decisions, or determinations made by the Gas Well Administrator relative to the application and interpretation of this Section 35.5.10, except for vested rights appeals and matters described in Section 35.22.8.F; furthermore, the Board of Adjustment shall hear and decide requests for variances to the provisions of this Section 35.5.10 under the relevant criteria set forth below. The Board may also grant special exceptions extending the expiration date of a Gas Well Development Site Plan or a Gas Well Permit for a period not to exceed one (1) year. Any Operator or surface owner who desires to appeal the decision of the Gas Well Administrator, request a variance or request a special exception may file the appeal or request to the Board of Adjustment pursuant to Section 35.3.6 of the DDC. Appeal fees shall be required for every appeal variance or special exception request. For purposes of this Section, the Gas Well Administrator has designated authority from the Director of Planning to make final orders, decisions or determinations. a. Standard of review for appeals. The members of the Board of Adjustment shall have and exercise the authority to hear and determine appeals where it is alleged there is error or abuse of discretion regarding the approval or denial of a Gas Well Development Site Plan or Gas Well Permit. The Board of Adjustment may reverse or affirm, in whole or in part, or modify the Gas Well Administrator's order, requirement, decision or determination from which an appeal is taken. b. General criteria for review of variances. In deciding requests for variances, the Board of Adjustment shall consider, where applicable, the following relevant criteria: i. Whether there are special circumstances existing on the property on which the application is made related to size, shape, area, topography, surrounding conditions and location that do not apply generally to other property in the vicinity; ii. Whether a variance is necessary to permit the applicant the same rights in the use of his property that are presently enjoyed by other similarly situated properties, but which rights are denied to the property on which the application is made; iii. Whether the granting of the variance on the specific property will adversely affect any other feature of the comprehensive master plan of the City; 2 08/04/2015 version iv. Whether the variance, if granted, will be of no material detriment to the public welfare or injury to the use, enjoyment, or value of property in the vicinity; V. Whether the operations proposed are reasonable under the circumstances and conditions prevailing in the vicinity considering the particular location and the character of the improvements located there; and vi. Whether the operations proposed are consistent with the health, safety and welfare of the public when and if conducted in accordance with the Gas Well Development Site Plan or Gas Well Permit conditions to be imposed. 2. Standard of review for setback variances. a. In deciding requests for variances to Drilling and Production Site Setbacks, the Board of Adjustment shall consider, where applicable and in addition to the general criteria stated in subsection (b), the following relevant criteria: i. Whether there is reasonable access for City fire personnel and firefighting equipment, including the ability to safely evacuate potentially affected residents. The extent to which the Operator and the surface owner(s) are in agreement on a plan for development of the property, have provided for adequate access and traffic circulation, and taken measures to promote compatibility of gas well development and other surface development of the property. iii. For a request by an Operator to reduce Drilling and Production Site Setbacks, whether the impact upon adjacent property and the general public from gas well development under the requested setback will be substantially increased, considering: (a) The reasonable use of the mineral estate by the mineral estate owner(s) to explore, develop, and produce the minerals; (b) The availability of alternative drilling sites; and (c) The number of owners of Protected Uses or lots in a Residential Subdivision who are willing to waive the Drilling and Production Site Setback as requested or in modified form. 3 08/04/2015 version b. In deciding the request for a variance to setback requirements, the Board may approve the request as granted, modify the request or deny the request. In granting a variance for reduction of a Drilling and Production Site Setback, the Board may impose such conditions as are necessary to mitigate the impacts of the reduced setbacks and to preserve the public health and safety, including but not limited to, the enhanced mitigation standards contained in Section 35.22.2.G. C. In no event shall the Board of Adjustment reduce the Minimum Setbacks set forth in Section 35.5.10.2. 3, The Board of Adjustment shall determine whether to grant an extension of the expiration for a Gas Well Development Site Plan or Gas Well Permit based upon whether there are circumstances reasonably beyond the control of the Operator, including any delay on the part of the City in issuing subsequent permits, that justify an extension of the Site Plan or Permits, in order that the Operator may enjoy the same rights in the use of the property that are presently enjoyed by other similarly situated properties, but which rights are denied to the property for which the Site Plan or Permits have expired or are suspended. 4. Any action under this subsection B shall require a three-fourths majority vote of the entire Board of Adjustment. 5. Any Operator or other person aggrieved by any decision of the Board of Adjustment may present to a court of record a petition, duly verified, stating that such decision is illegal, in whole or in part, and specifying the grounds of the alleged illegality. Such petition shall be presented within ten (10) days after the date on which the decision of the Board of Adjustment was rendered and not thereafter, and judicial review of the petition shall be pursuant to Texas Local Government Code, § 211.011, as amended. C. Administrative Variance Procedures An Operator may request an administrative variance to the Drilling and Production Site Setback requirements of Section 35.5.10.2 for a New or Existing Site from the Gas Well Administrator under the following circumstances: 1. The Operator has at least one Existing Site on the property under mineral lease for the property or for contiguous leased property; 2. Such Existing Site(s) is located closer to Protected Uses or Residential Subdivisions than is the proposed Drilling and Production Site to such uses; and C! 08/04/2015 version 3. The Operator agrees in a written instrument capable of recording to limit gas well development on such Existing Site(s) to existing Gas Well Drilling and Production Activities. For each Existing Site so restricted, the Gas Well Administrator may reduce the Drilling and Production Site Setback by an amount calculated as follows: 50% of the difference between the Drilling and Production Site Setback and the Minimum Setback. As a condition of granting the administrative variance, the Gas Well Administrator shall require that the Operator's written agreement be recorded in the Denton County records at the Operator's expense. D. Vested Rights Appeals Any person who claims that he has obtained a vested right pursuant to Texas Local Government Code, Chapter 245 or other applicable vesting law under prior gas well development regulations from the requirements of Subchapters 5 or 22 as they pertain to gas well development, may request a determination pursuant to Section 35.3.8 of the DDC. For proposed gas wells to be located inside the City limits, the petitioner shall include a statement of the reasons why the regulations contained in Subchapters 5 or 22 as they pertain to Gas Well Development are not exempt pursuant to Tex. Loc. Gov't Code section 245.004. 5 EXHIBIT 663" Lots, Access and Common Areas Amend Subchapter 35.16.7. Lots, Access and Common Areas as follows: A. Amend the catchline for Subchapter 35.16.7, which currently reads as, "Lots, Access and Common Areas.", to read as follows: "Lots, Access, Common Areas and Gas Well Notification Disclosure." B. Amend Section 35.16.7, Lots, Access and Common Areas, to include new Sections 35.16.7.E. and 35.16.7.F., which shall read as follows: E, Gas Well Notification Disclosure. A Plat that proposes single- or multi -family residential lots that will be within 1,000 feet of one 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: 1. A note shall be placed on the Plat identifying the Drilling and Production Site(s) and those proposed lots that are within 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. 2. 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 1,000 feet of a Drilling and Production Site(s). 3. 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. 4. 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. 08/04/2015 version The form of the disclosure notifications required in subsections E.3. and EA. shall be approved by the City Attorney. F. Drilling and Production Site Access. Truck traffic related to gas well drilling and production shall not be allowed to use a Plat's Neighborhood Streets to access a gas well Drilling and Production Site. In addition, no Plat shall be allowed to eliminate or alter an access road or easement depicted on a Gas Well Development Plat or Gas Well Development Site Plan, unless written consent of the gas well Operator is obtained and a separate access road or easement on the Plat is provided for access to a Drilling and Production Site. Page 2 EXHIBIT' ' Gas Well Drilling and Production 08/04/2015 version 35.22.1. - Definitions. For the purpose of this Chapter, certain words and terms shall be defined and interpreted as follows. Interpretations of meaning shall be made by the Director of Planning and Development based on the provisions of Section 35.1.4. Appeals of staff interpretations of this Chapter shall be heard as a Board of Adjustment proceeding in accordance with Subsection 35.3.6. As -Built Gas Well Development Site Plan. A Gas Well Development Site Plan depicting the boundaries of the subject Drilling and Production Site as constructed. Completion Operations. The term used to describe the events and equipment necessary to bring a wellbore into production once drilling operations have been concluded, including, but not limited to, well stimulation activities, the assembly of downhole tubular, or installing equipment in the well to allow a safe and controlled flow of petroleum or hydro carbons from the well. This definition describes all events performed and equipment used for completion of a well, whether performed the first time on a well or as subsequent treatments to an existing well. Compressor. A device that raises the pressure of natural gas. Contaminant. Any substance capable of contaminating a non -related homogeneous material, fluid, gas or environment. Cure Period. The amount of time granted to remedy a violation of this Chapter. Daytime. The hours between 7 a.m. and 7 p.m. CST on any given day. Drilling. Term used to typically describe the means by which the earth is bored to create a pathway to formations containing hydrocarbons to allow for their production to the surface. It can employ various types of mobilized drilling equipment to create a wellbore while incorporating drilling fluids to cool the bit, to condition the hole, to remove drilled cuttings and to maintain an overbalanced pressure gradient against the formation that may contain inherently pressurized well fluids. Drilling Activities. Those activities commonly performed at a Drilling and Production Site necessary or incidental to getting hydrocarbons to market; including but not limited to a well redrill or any hydraulic refracturing, initial drilling and completion operations, but not including Production Activities. Drilling and Production Site. The area dedicated to all authorized above ground gas well drilling and production activities related to an oil and gas operation on an improved area and containing all wells, structures, dehydrators, parking areas, security cameras, lighting, tanks, tank battery (or any other tank grouping area), drilling rigs, separators, lift compressors, perimeter walls, utilities, and all other features or objects used during and after gas well drilling or production activities, as depicted on a Gas Well Development Plat or Gas Well Development Site Plan, but excluding pits, gathering and transmission lines and compressor stations. Drilling 08/04/2015 version and Production Site includes the terms gas well park, gas well pad site, pad site, and drilling and production area. Drilling and Production Site Setback. The distance that the site must be separated by an Operator from an existing Protected Use or from a Residential Subdivision. Existing Drilling and Production Site or Existing Site. A Drilling and Production Site that was specifically depicted and approved on a Gas Well Development Site Plan, or a gas well development plat, prior to August 18, 2015, and on which one or more gas wells exist. Where the boundaries of such site have not been defined by metes and bounds or lot/block description on an approved gas well development plat, this term describes the improved surface area incorporating all facilities and appurtenances currently contained on the developed Drilling and Production Site. An Existing Site also includes a Drilling and Production Site designated in a MPC or PD District, and approved via a site-specific authorization, whether or not one (1) or more wells exist on the site, provided that the site-specific authorization includes a metes and bounds description or a metes and bounds description is provided within 3 months of this amendatory ordinance. Existing Gas Well Development Site Plan. A Gas Well Development Site Plan that was approved by the City after August 4, 2010 that established setback boundaries and identified a specific number of wells to be constructed on the subject Drilling and Production Site. Exploration. Geologic or geophysical activities, including, but not limited to surveying and seismic exploration, related to the search for oil, gas, or other sub -surface hydrocarbons. Floodplain. See DDC, Subchapter 23 for definition. Flood Fringe. See DDC, Subchapter 23 for definition. Floodway. See DDC, Subchapter 23 for definition. Flowback. The process of allowing fluids to flow from a well following a treatment, either in preparation for a subsequent phase of treatment or in preparation for cleanup and returning the well to production. The flowback period occurs as a stage within Completion Operations. Freshwater Well. A private water well used by a Protected Use. Gas. A naturally -occurring gaseous substance, including substances primarily composed of methane and other light, gaseous hydrocarbons. Gas Processing Plant. A facility, separate and distinct from a Drilling and Production Site, engaged in the extraction of natural gas liquids from field natural gas, or the fractionation of mixed natural gas liquids to natural gas products, or a combination of both. Gas Well. A hole or bore drilled to any horizon, formation, or strata for the purpose of producing or storing natural gas, or other liquid hydrocarbons. 08/04/2015 version Gas Well Administrator. The administrative official designated by the City of Denton that is responsible for evaluating the impacts of exploration, development, and production of oil and/or gas wells. Responsibilities include environmentally sensitive areas review, erosion control inspection, monitoring, and evaluating compliance with federal, state, and local regulations. Gas Well Development. Any drilling activity or production activity performed on an approved Drilling and Production Site. Gas Well Development Site Plan. The initial approval authorizing wells to be drilled at one Drilling and Production Site that sets the boundaries used for setback measurements and contains all the information required by this Subchapter. Gas Well Drilling and Production Activities. (A/K/A drilling and production activity(ies), drilling and production) As used in this Chapter, gas well drilling and production activities encompasses all three of the following: Initial Drilling Activities, Completion Operations and Production Activities. Gas Well Permit. A written license that is granted by the City of Denton pursuant to Subchapter 35.5.10.5, authorizing Drilling and Production Activities. A Gas Well Permit is required for each separate well. The term "gas well permit" in lower case letters refers to a permit approved by the City of Denton under gas well regulations in effect prior to the effective date of this amendatory ordinance, as the context may indicate, which authorized drilling and production activities on a gas well existing on such effective date. Habitable Structure. Structures suitable for human habitation or occupation for which a Certificate of Occupancy or Final Inspection Certificate is required, including but not limited to, public buildings and enclosed buildings used for commercial or industrial purposes. A habitable structure shall not include accessory buildings, barns, garages and sheds. Hazardous Materials Management Plan. The hazardous materials management plan and hazardous materials inventory statements required by the Fire Code. Hydraulic Fracturing. A well stimulant treatment that involves the process of directing pressurized fluids containing any combination of water, proppant, and any added chemicals to penetrate tight formations, such as shale or coal formations, that subsequently require high rate, extended flowback to expel fracture fluids and solids during completions. Hydraulic Fracturing occurs as a stage within Completion Operations. Initial Drilling Activities. The portion of the Drilling Activities that includes the means by which a portion of the earth is originally bored in order to create a pathway to formations containing hydrocarbons to allow for their production to the surface. Lightning Protection System. An integrated system designed to ground metal equipment on a rig, well pad or at a tank battery location for protection against electrical shock, fire or explosion due to lightning. 3 08/04/2015 version Liner. In pit construction, a liner is an impervious material, either synthetic or natural, that is used to line the interior of a pit to prevent pit fluids from leaking or leaching into the environment. Minimum Setback. The minimum distance a Drilling and Production Site must be separated by an Operator from a Protected Use or from a Residential Subdivision after a waiver or variance is granted to reduce the setback requirement. New Drilling and Production Site or New Site. A proposed Drilling and Production Site that is other than an Existing Site. Operator. The person(s) in charge and in control of drilling, maintaining, operating, pumping, or controlling any well or pipeline including without limitation, a unit Operator. Plugging and Abandonment. Includes the plugging of the well, abandoned, orphaned or otherwise, in accordance with RRC Statewide Rule 3.14 or its successor regulation and restoration of the Drilling and Production Site as required by the RRC. Production Activities (A/K/A Production). The phase that occurs after Exploration, Initial Drilling Activities and Completion Operations and during which time hydrocarbons are stored or drained from an underground reservoir involving operations performed on a Drilling and Production Site, excluding those operations and facilities as defined and regulated by the Pipeline Safety Act of 1994, 49 U.S.C. §§ 60101-60137. Protected Use. Any dwelling, church, public park, public library, hospital, pre -kindergarten, kindergarten or elementary, middle or high school, public pool, public transit center, senior center, public recreation center, hotel or motel. Railroad Commission (RRC). The Railroad Commission of Texas. Redrill. Any work to an existing well bore or an existing surface hole location after Initial Drilling Activities that requires a new permit from the Texas Railroad Commission. This definition includes, but is not limited to, drilling into a new horizon or drilling multiple directionals from the same surface hole location or using the same vertical wellbore. Residential Subdivision.. A subdivision designated for residential use for two or more dwellings. Reverse Setback. The minimum distance that a Protected Use or Residential Subdivision must be separated by a surface owner from an approved Drilling and Production Site or from a gas well within such site. Site Access Road. The route depicted and approved on the Gas Well Development Site Plan or Gas Well Development Plat that identifies the ingress and egress point used to access the Drilling and Production Site from an existing City, County, or State maintained roadway. 4 08/04/2015 version Site Preparation. To ready a Drilling and Protection Site for Initial Drilling Activities by installing erosion and sediment control practices, performing clearing and grading activities of the Drilling and Production Site or Site Access Road. Site-specific Authorization. The prior approval by ordinance of the City Council, of one or more specifically located and defined gas well site locations, subject to further site design, development, regulatory and permitting requirements, as set forth in this Code or as specified within the site approval ordinance (or both), as applicable. Spud. The start of the well drilling process by removing rock, dirt, or other sedimentary material with the drill bit. Tank. Any storage vessel that contains an accumulation of crude oil, condensate, intermediate hydrocarbon liquids, or produced water; is constructed primarily of non -earthen materials (such as wood, concrete, metal, fiberglass, steel or plastic) which provide structural support; is not skid -mounted or permanently attached to something that is mobile; and is intended to be located at the Drilling and Production Site for more than 90 consecutive days. Well Stimulation. A treatment performed to restore or enhance the productivity of a well by opening new channels in the rock for the oil and gas to flow through; including, but not limited to fracturing, hydraulic or otherwise, injection of acid, or the use of charges to break up the rock. Workover Operation. Work performed on a well after its initial completion to secure production where there has been none, to restore production that has ceased, or to enhance or increase production within the zone originally completed or to repair the well. Workover operations do not include redrills or completion activities. WR 08/04/2015 version 35.22.2. - Standards for Gas Well Drilling and Production. The drilling and production of gas wells within the City limits shall be subject to the following standards. A. Prohibited or Restricted Locations, Uses and Activities 1. No gas well Drilling and Production Sites shall be allowed on slopes greater than ten (10) percent. 2. No Drilling and Production Site shall be located within any of the streets or alleys of the City or streets or alleys shown by the current Comprehensive Plan of the City of Denton. No street shall be blocked or encumbered or closed due to any exploration, drilling, or production activities unless prior consent is obtained from the City Manager, and then only temporarily. I Nothing in this Section is intended to prevent an Operator from drilling directionally to reach a target or bottom hole that is located beneath a prohibited or restricted site. Gas wells may have a target location or bottom -hole location that is under the floodway, an ESA or within one thousand two hundred (1,200) feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville when the gas well is drilled directionally from a location outside such areas. 4. No refining process, or any process for the extraction of products from gas, shall be carried on at a Drilling and Production Site, except that a dehydrator and separator, in accordance with federal and/or state law, may be maintained on a Drilling and Production Site for the separation of liquids from gas. Any such dehydrator or separator may serve more than one well. Gas Processing Facilities shall require a Specific Use Permit. 5. No person shall place, deposit, or discharge (or cause or allow to be placed, deposited, or discharged) any oil, naphtha, petroleum, diesel, gasoline, asphalt, tar, hydrocarbon substance, or any refuse, including wastewater or brine, from any gas operation or the contents of any container used in connection with any gas operation in, into, or upon any public right-of-way, storm drain, ditch or sewer, sanitary drain or sewer, any body of water, or any private property within the corporate limits of the City of Denton. 6, No Operator shall excavate or construct any lines for the conveyance of fuel, water, or minerals on, under, or through the streets or alleys or other land of the City without an easement or right-of-way license from the City, at a price to be agreed upon, and then only in strict compliance with this Subchapter, with other ordinances of the City, and with the specifications established by the Engineering Department. 7. The digging up, breaking, excavating, tunneling, undermining, breaking up, or damaging of any public street or leaving upon any public street any earth or other 08/04/2015 version materials is prohibited. Construction activities or deposition of any materials or objects creating an obstruction within public rights-of-way or easements are prohibited unless the Operator has first obtained written approval from the Engineering Department and, if applicable, has filed a right-of-way use agreement, and then only if in compliance with specifications established by the Department. B. Site Layout, Design and Compatibility Requirements. The following requirements apply only within City limits. Entrance Gate. An entrance gate to the Drilling and Production Site shall be required and a sign identifying the entrance to the Drilling and Production Site or operation site shall be light reflective. 2. Fencing, Screening and Landscaping. a. Fencing, buffering, landscaping and screening shall be required on Drilling and Production Sites. All required fencing, landscaping, buffering and screening must be installed in accordance with the approved Landscape Plan within one -hundred and eighty (180) days after initial drilling of the first approved well. Landscaping and screening shall also be required for Compressors. Landscaping and screening shall comply with the same requirements for Drilling and Production Sites as set forth in this Subchapter and in the DDC. Should the Operator decide to fence in gathering and transmission lines or compressor stations, or both, Operator shall install the fencing in accordance with Subchapter 13 of the DDC. b. All Drilling and Production Sites in Residential Districts shall be screened with an opaque decorative masonry fence that shall be no less than eight (8) feet in height. (i) In lieu of this requirement, an alternative fence that is compatible with the area surrounding the Drilling and Production Site may be approved by the Director of Planning and Development. (ii) Required fencing must be located within three hundred (300) feet of all equipment necessitating fencing requirements under this Subchapter. C. Fencing in all other districts shall be screened with a fence at least eight (8) feet in height that is compatible with the area surrounding the Drilling and Production Site. Required fencing must be located within three hundred (300) feet of all equipment necessitating fencing requirements under this Subchapter. Signage. 2 08/04/2015 version a. A sign shall be immediately and prominently displayed on each side of the fence that surrounds the Drilling and Production Site. Such sign shall be made of durable material and shall be maintained in good condition. The sign shall have a surface area of not less than 2 1/2 by 2 1/2 feet or more than 4 by 4 feet and shall be lettered in minimum 4 -inch lettering and shall include the following information: "TI -11S IS A GAS WE1�1,. DIZ11.1.ING AND POI )CTION SITE. THIS SITE MAY._._....._�...... „ _� BE THE SUBJECT OF FURTHER DRILLING AND PRODUCTION AND/OR HYDRAULIC FRACTURING." K Additional signs shall be posted on each Drilling and Production Site which contain the following information: i. The Well Identification Number(s), American Petroleum Institute well number(s) and any other well designation(s) required by the RRC; ii. Name of Operator; iii. Operator's telephone number which will be answered 24 hours a day by a live, in-person, non -automated response system so as to ensure that in cases of emergency the Operator is made immediately aware; iv. Operator's business mailing address; V. Address of Drilling and Production Site; vi. The number for emergency services (911); vii. The telephone number of the City's Gas Well Division for citizens to call with questions, concerns or complaints; viii, The telephone number of the TCEQ's Regional Office where air quality complaints may be reported; and ix. Any additional information required by RRC. C, A permanent weatherproof sign shall be posted on each Drilling and Production Site reading "DANGER NO SMOKING ALLOWED", in both English and Spanish, at the entrance of each Drilling and Production Site or in any other location approved or designated by the Fire Marshal. Sign lettering shall be four inches in height and shall be red on white background or white on red background. Each sign shall include the 3 08/04/2015 version emergency notification numbers of the City Fire Department and the Operator, well and lease designations required by the RRC. 4. Painting. All installed, mounted, and/or permanent equipment on Drilling and Production Sites shall be coated, painted, and maintained at all times, including the wellhead, gas processing units, pumping units, storage tanks, above -ground pipeline appurtenances, buildings, and structures, in accordance with applicable guidelines adopted by The Society for Protective Coatings (SSPC). In addition, the following standards are applicable: a. Protective coatings and paints shall comply with any applicable State or City requirements. In absence of any such requirement, protective coatings and paints shall be of a neutral color that is compatible with the surrounding environment. b. All exposed surfaces of the identified equipment must be coated and painted, and free from rust, blisters, stains, or other defects. 5. Electric Lines. All electric lines to permanent production facilities shall be located in a manner compatible to those already installed in the surrounding areas or subdivision. 6. Lift Compressor Location. Any lift compressor which is installed within an approved Drilling and Production Site shall be located at least twenty-four (24) feet from the outer boundary of the site. 7. Storage Tanks and Separators. a. An Operator is allowed to construct, use, and operate such storage equipment and separation equipment as shown on the approved Gas Well Development Site Plan, except that permanent storage equipment and separation equipment may not exceed eight (8) feet in height. b. The use of centralized tank batteries is permitted if shown and approved by the applicable Gas Well Development Site Plan. 8. Trash Removal. Any rubbish or debris that might constitute a fire hazard shall be promptly removed from the Drilling and Production Site. 9. Debris. The Drilling and Production Site and site access road shall at all times be kept free of debris, pools of water or other liquids, contaminated soil, weeds, brush, trash or other waste material. 4 08/04/2015 version C. Site Development Standards 1. Water Conservation Plan. In cases where the City activates its drought contingency plan, each Operator must submit to the City a water conservation plan for uses of water. The plan must provide information in response to each of the following elements. a. A description of the use of the water in the production process, including how the water is diverted and transported from the source(s) of supply, how the water is utilized in the production process, and the estimated quantity of water consumed in the production process and therefore unavailable for reuse, discharge, or other means of disposal; b. If long-term, five (5) to ten (10) years, water storage is anticipated, quantified five-year and ten-year targets for water savings and the basis for the development of such goals; C. A description of the device(s) and/or method(s) within an accuracy of plus or minus 5.0% to be used in order to measure and account for the amount of water diverted from the source of supply; d. Leak -detection, repair, and accounting for water loss in the water distribution system; e. Application of state-of-the-art equipment and/or process modifications to improve water use efficiency; and f. Any other water conservation practice, method, or technique which the user shows to be appropriate for achieving the stated goal or goals of the water conservation plan. 2. Erosion and Sediment Controls. Erosion and sediment control practices shall be conducted for all gas wells. The Operator shall comply with the Erosion and Sediment Control Plan as approved by the City. 3, Site Access Restriction. Access to a Drilling and Production Site shall not be taken from Neighborhood Streets. D. Operations and Equipment Standards. The following requirements apply only within City limits. 1. Compliance with Federal and State Laws, Rules and Regulations. The Operator shall at all times comply with the applicable federal and state laws, rules and regulations, and Field Rules, including but not limited to those addressing the following subjects: 5 E. 08/04/2015 version a. vapor recovery equipment; b. venting and flaring; C. soil sampling; d. pit design and use; C. hydraulic fracturing; f. plugging and abandonment of gas wells; g. reclamation of Drilling and Production Sites; h. U.S. Army Corps of Engineers setback requirements from water bodies; and surface casing procedures. 1 Time of Fracturing. Fracturing operations shall be scheduled to occur during daytime unless the Operator has notified the Gas Well Administrator that fracing will occur before or after daytime to meet safety requirements. 3. Clean-up After Completion. After the well has been completed the Operator shall clean and repair all damage to public property caused by such operations within thirty (30) days. 4, Plugged and Abandoned Wells. All wells shall be plugged and abandoned in accordance with the rules of the RRC. In addition, the Operator shall: a. Submit a copy of its RRC Form W -3A (Notice of Intention to Plug and Abandon) and Form W-3 (Plugging Record) to the Inspector within two (2) business days of filing with the RRC; b. Notify the Gas Well Administrator of the intention to plug and abandon a well at least twenty-four (24) hour prior to commencing activities; and C. Submit to the Gas Well Administrator the surface hole locations in an acceptable Geographic Information System (GIS) format to accurately map and track well locations. The GIS data may be submitted with an initial Gas Well Permit application or with the annual administrative report. Submission of GIS location data is only required once. Fire Safety and Emergency Response Requirements. The provisions of this section shall apply within the corporate limits of the City of Denton. 6 08/04/2015 version The drilling and production of gas and accessing the Drilling and Production Site shall be in compliance with all state, federal and local safety regulations. 2. Gathering Lines a. Each Operator shall place a pipeline marker sign at each point where a flow line or gathering line crosses a public street or road. b. Each Operator shall place a warning sign for lines carrying H2S (Hydrogen Sulfide) gas as required by the Railroad Commission. C. All flow lines and gathering lines within the corporate limits of the City (excluding City utility lines and franchise distribution systems) that are used to transport oil, gas, and/or water shall be limited to the maximum allowable operating pressure applicable to the pipes installed and shall be installed with at least the minimum cover or backfill specified by the American National Safety Institute Code, as amended. Operating Pressure. Each well shall be equipped with an automated valve that closes the well in the event of an abnormal change in operating pressure. All wellheads shall contain an emergency shut off valve to the well distribution line. 4. Control Device. Each storage tank shall be equipped with a level control device that will automatically activate a valve to close the well in the event of excess liquid accumulation in the tank. Storage Tanks. Each storage tank requires a permit by the Fire Department and shall meet the requirements of the Fire Code. 6. Outdoor Storage Areas. Outside storage areas shall be equipped with a secondary containment system designed to contain a spill from the largest individual vessel. If the area is open to rainfall, secondary containment shall be designed to include the volume of a twenty-four (24) -hour rainfall as determined by a twenty-five (25) -year storm and provisions shall be made to drain accumulations of ground water and rainfall. T Lightning System. Drilling and Production Sites shall be equipped with a lightning protection system, in accordance with the City's Fire Code and the National Fire Association's NFPA-780. In addition, tank battery facilities shall be equipped with a lightning arrestor system. Remote Foam Line. Drilling and Production Sites shall be equipped with a remote foam line that meets the requirements of NFPA — 11. 9. Hazardous Materials Management Plan. An Operator shall prepare and provide to the Fire Marshal a Hazardous Materials Management Plan. Any updates or fd 08/04/2015 version changes to this plan shall be provided to the Fire Marshal within three (3) business days of the change. All chemicals and/or hazardous materials shall be stored in such a manner as to prevent, contain, and facilitate rapid remediation and cleanup of any accidental spill, leak, or discharge of a hazardous material. Operator shall have all material safety data sheets (MSDSs) for all hazardous materials on site. All applicable federal and state regulatory requirements for the proper labeling of containers shall be followed. Appropriate pollution prevention actions shall be required and include, but are not limited to, chemical and materials raised from the ground (e.g., wooden pallets), bulk storage, installation and maintenance of secondary containment systems, and protection from stormwater and weather elements. 10. Emergency Response Plan. An Operator shall prepare and provide to the Fire Marshal an Emergency Response Plan which includes the following information: (i) a detailed site plan showing the location of the access road, all buildings and structures, well head, tank batteries, above ground pipe and underground transmission pipe; (ii) a list of all on-site safety features, equipment and its location; (iii) the name, address and a 24-hour, in-person response, phone number of the Operator to be notified in case of emergency; and (iv) the name, phone number and address of the surface property owner. The Emergency Response Plan should describe the personnel, procedures and equipment that the Operator has available for responding to any irregular release or a threatened release of materials on the site. The Emergency Response Plan may be included in the Hazardous Materials Management Plan. 11. Testing / Record Keeping. Operator shall perform periodic testing to verify that all equipment is operating properly. Maintenance and testing shall be under the supervision of a responsible person who shall ensure that such maintenance and testing are conducted in accordance with the manufacture's specifications. Test and inspection records must be available to the Fire Marshal or Gas Well Administrator for review upon request. 12. Access by Emergency Vehicles. All Drilling and Production Sites will be designed to provide road access for emergency vehicles in accordance with the provisions of the Fire Code. All access roads for fire apparatus must be unobstructed and be at least twenty (20) feet in width, or shall have a design determined by the Fire Marshall as functionally equivalent to this standard. In addition, all access roads shall have an all-weather surface as provided for in the Fire Code. All dead ends and turning radii shall meet adopted Fire Code standards. 13. Pit Fencing. For safety reasons, fencing shall be installed to restrict access to a reserve pit or other type of open pit containing a synthetic liner and used in gas well drilling operation at a Drilling and Production Site within the corporate limits of the City. 8 08/04/2015 version 14. Catchment Basins. Drip pans, catchment basins and other secondary containment devices or oil absorbing materials shall be placed or installed underneath all tanks, containers, pumps, lubricating oil systems, engines, fuel and chemical storage tanks, system valves, connections, and any other areas or structures that could potentially leak, discharge, or otherwise spill hazardous or solid materials. 15. Clean-up Operations. After any spill, leak or discharge, the Operator shall remove or cause to be removed all contamination and associated waste materials. Clean- up operations shall begin immediately. 16. Immediate Notification. Upon the occurrence of a fire, blowout, release of hazardous materials, injury or other incident outside normal operating events, the Operator will immediately notify the Fire Department and a representative of the Operator will be on site within sixty (60) minutes to assist the City's Emergency Response Team and provide any information necessary regarding the site. The Operator shall also, at its own expense, contact and deploy any well containment specialists or other specialists necessary to contain and suppress the emergency situation. 17. No pit shall be used or maintained for storage of oil or oil products or oil field fluids, or for storage or disposal of oil and gas wastes. F. Nuisance Prevention and Impact Mitigation Standards 1. Nuisances. Adequate nuisance prevention measures shall be taken to prevent or control offensive odor, fumes, dust and vibration. All drilling and production operations shall be conducted in such a manner as to minimize, so far as practicable, dust, vibration or noxious odors, and shall be in accordance with the best accepted practices incident to drilling for the production of gas and other hydrocarbon substances in urban areas. All equipment used shall be constructed and operated so that vibrations, dust, odor or other harmful or annoying substances or effects are minimized by the operations carried on at any drilling or production site or from anything incident thereto to avoid injury to or annoyance of persons living in the vicinity. The site or structures shall not be permitted to become dilapidated, unsightly or unsafe. Proven technological improvements in industry standards of drilling and production in this area shall be adopted as they become available if capable of reducing factors of dust, vibration and odor. 2. Sound Mitigation a. A noise management plan, prepared by a professional qualified in the area of noise mitigation, and approved by the Gas Well Administrator, detailing how the equipment used in the drilling, completion, transportation or production of a well complies with the maximum permissible noise levels of this section will be submitted with the Gas Well Site Plan Application. The noise management plan must: i. Identify operation noise impacts; 6 08/04/2015 version ii. Provide documentation establishing the ambient noise level prior to construction of any wellhead, compressor or compression facility; and iii,. Detail how the impacts will be mitigated. In determining noise mitigation, specific site characteristics shall be considered, including but not limited to the following: (a) Nature and proximity of adjacent development, location and type; (b) Seasonal and prevailing weather patterns, including wind directions; (c) Vegetative cover on or adjacent to the site; and (d) Topography. 2. The Operator shall be responsible for verifying compliance with this section and the noise management plan after the installation of the noise mitigation equipment b. No well shall be drilled, re -drilled or any equipment operated at any location within the City in such a manner so as to create any noise, including low -frequency outdoor noise levels, which causes the exterior noise level when measured at the Protected Use receiver's/receptor's property line or from the closest exterior point of the Protected Use structure or inside the Protected Use structure if access to the property is granted by the receiver/receptor, that: Exceeds the ambient noise level by more than five decibels during daytime hours and more than three decibels during nighttime hours; ii. Exceeds the ambient noise level by more than ten decibels over the daytime average ambient noise level during fracturing operations during daytime hours; iii. Exceeds the ambient noise level by more than three decibels during flowback operations during nighttime hours; iv. Creates pure tones where one-third octave band sound -pressure level in the band with the tone exceeds the arithmetic average of the sound -pressure levels of two contiguous one-third octave bands by five (5) dB for center frequencies of 500 Hertz and above, and 10 08/04/2015 version by eight dB for center frequencies between 160 and 400 Hertz, and by 15 dB for center frequencies less than or equal to 125 Hertz. C. The Operator shall be responsible for establishing and reporting to the City a continuous 72 hour pre -drilling ambient noise level prior to the issuance of a Gas Well Permit. The 72 -hour time span shall include at least one 24-hour reading during either a Saturday or Sunday. The Operator shall use the prior established ambient noise level for the installation of any new noise generation equipment unless the Operator can demonstrate that the increase in the ambient noise level is not associated with drilling and production activities located either on or off- site. d. Adjustments to the noise standards as set forth above in subsection (b)(i), (b)(ii) and (b)(iii) of this section may be permitted intermittently in accordance with the following: ....... w.... ...... Permitted � �.. Duration �..� of Increase Increase .........................���m,��� (dBA �w ..........� m _........,.m.. (minutes,.*.................... 10 5 15 1 Less than 1 �.... .... 6WW a,...Cumulativ� .��.._ �.... _ . * ring any one hour ........................,,................... a minutes r�..�..._ e. All workover operations shall be restricted to daytime hours. f. The exterior noise level generated by the drilling, redrilling or other operations of all gas wells located within the applicable Drilling and Production Site Setback as set forth in Section 35.5.10.2 shall be continuously monitored, to ensure compliance. The cost of such monitoring shall be borne by the Operator. If a complaint is received by either the Operator or the gas inspector from any Protected Use the Operator shall, within 24 hours of notice of the complaint, continuously monitor for a 72 -hour period the exterior noise level generated by the drilling, redrilling or other operations to ensure compliance. At the request of the Gas Well Administrator, the Operator shall monitor the exterior noise level at the source of the complaint. g. Acoustical blankets, sound walls, mufflers or other alternative methods as approved by the Gas Well Administrator may be used to ensure compliance. All soundproofing shall comply with accepted industry standards. h. The sound level meter used in conducting noise evaluations shall meet the American National Standard Institute's Standard for sound meters or an 11 08/04/2015 version instrument and the associated recording and analyzing equipment which will provide equivalent data. A citation may be immediately issued for failure to comply with the provisions of this section. However, if the Operator is in compliance with the approved noise management plan, and a violation still occurs, the Operator will be given 24 hours from notice of noncompliance to correct the violation from an identified source before a citation is issued. Additional extensions of the 24-hour period may be granted in the event that the source of the violation cannot be identified after reasonable diligence by the Operator. 3. Lighting. No Operator shall permit any lights located on any site to be directed in such a manner so that they shine directly on public roads, adjacent property or property in the general vicinity of the site. To the extent practicable, and taking into account safety considerations, site lighting shall be directed downward and internally so as to avoid glare on public roads and adjacent dwellings and buildings within 300 feet. G. Enhanced Nuisance Mitigation Standards 1. Enhanced Standards for Operators. When an Operator, either by waiver procedure or variance, receives a reduction to the set -back requirements of Section 35.5.10.2 for a Drilling and Production Site, the Operator shall comply with the following Enhanced Nuisance Mitigation Standards for that site: a. Sound Mitigation. The Drilling and Production Site shall be surrounded on all four sides with sound wall noise barriers that comply with accepted industry standards and are at least 30 feet in height during all Drilling Activities and Completion Operations and shall be removed by the Operator no later than 60 days after concluding the respective activity. In the alternative, if the Operator's noise management plan provides equally effective sound mitigation to the Protected Uses within 1,000 feet of the Drilling and Production Site boundary, then the Operator may follow the recommendations set forth in the noise management plan. If the Operator chooses the alternative, the Operator shall provide notice of its intent together with its Notice of Activities as required by Section 35.22.7.C.1. b. Production Monitoring. Periodic evaluations will be conducted by the City for the Drilling and Production Site during production to determine if equipment is functioning as designed or may be producing fugitive emissions. A third party contractor may be retained by the City to perform such inspections, and cost of services and charges assessed by the third party contractor shall be borne by the Operator. Any third party contractor shall act at the City's direction and report directly 12 08/04/2015 version to the City, and shall have the same authority as the Gas Well Administrator for purposes of inspections under this Section. ii. The City shall notify the Operator in writing, as well as to the state and federal regulatory agencies having jurisdictional authority, of any malfunctioning equipment producing fugitive emissions. iii. Quarterly reporting of the monitoring results to the City's Gas Well Administrator is required with all laboratory data sheets, field logs, data summaries, and actions taken in the previous quarter. iv. Upon showing documented compliance for a period of 12 months, the Operator shall thereafter employ best management practices to eliminate any emissions in violation of state and federal regulations. C, An Operator is exempt from the inspection requirements included in Subsection b. above, and any associated fees, on any well site equipped with an equivalent automated system that meets the following requirements and is approved by the Inspector. Any such alternative must include a screening for the presence of leaks, releases, or emissions, and other conditions that could identify potential malfunctions in the efficient operation of on-site equipment, such as the monitoring of line pressures and storage tank levels. ii. The automated system alternative shall include: (a) A 24-hour remote alert system designed to notify appropriate personnel of excess storage tank levels or abnormal changes in line pressure; and (b) An emergency automated shutdown of the well(s) when monitoring indicates irregular storage tank levels and functioning of valves. All emergency situations shall be immediately reported to the City via 911. iii. If malfunctions are identified, the point of concern shall be noted and a repair confirmation provided to the Gas Well Administrator. The repair confirmation shall include a statement indicating that the component is working within manufacturer and regulatory requirements. iv. Data shall be compiled over the life of the well(s) and available to the Gas Well Administrator for review. 13 08/04/2015 version 35.22.3. - Indemnification and Insurance. A. Indemnification and Express Negligence Provisions. 1. Each Gas Well Permit issued by the City shall include the following language: OPERATOR DOES HEREBY EXPRESSLY RELEASE AND DISCHARGE ALL CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, AND EXECUTIONS WHICH IT EVER HAD, OR NOW HAS OR MAY HAVE, OR ASSIGNS MAY HAVE, OR CLAIM TO HAVE, AGAINST THE CITY OF DENTON, AND/OR ITS DEPARTMENTS, AGENTS, OFFICERS, SERVANTS, SUCCESSORS, ASSIGNS, SPONSORS, VOLUNTEERS, OR EMPLOYEES (COLLECTIVELY REFERRED TO AS THE "INDEMNIFIED PARTIES"), RELATING TO OR ARISING OUT OF BODILY INJURY, KNOWN OR UNKNOWN, AND INJURY TO PROPERTY, REAL OR PERSONAL, OR IN ANY WAY INCIDENTAL TO OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK PERFORMED BY THE OPERATOR UNDER A GAS WELL PERMIT. TO THE FULLEST EXTENT PERMITTED BY LAW, OPERATOR SHALL DEFEND, PROTECT, INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST EACH AND EVERY CLAIM, DEMAND, OR CAUSE OF ACTION AND ANY AND ALL LIABILITY, DAMAGES, OBLIGATIONS, JUDGMENTS, LOSSES, FINES, PENALTIES, COSTS, FEES, AND EXPENSES INCURRED IN DEFENSE OF THE INDEMNIFIED PARTIES, INCLUDING, WITHOUT LIMITATION, BODILY INJURY AND DEATH IN CONNECTION THEREWITH WHICH MAY BE MADE OR ASSERTED BY OPERATOR, ITS AGENTS, ASSIGNS, OR ANY THIRD PARTIES ON ACCOUNT OF, ARISING OUT OF, OR IN ANY WAY INCIDENTAL TO OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK PERFORMED BY THE OPERATOR UNDER A GAS WELL PERMIT. THE OPERATOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ANY LIABILITIES OR DAMAGES SUFFERED AS A RESULT OF CLAIMS, DEMANDS, COSTS, OR JUDGMENTS AGAINST THE INDEMNIFIED PARTIES RELATING TO OR ARISING OUT OF THE ACTS OR OMISSIONS OF THE INDEMNIFIED PARTIES OCCURRING ON THE DRILLING AND PRODUCTION SITE OR OPERATION SITE IN THE COURSE AND SCOPE OF INSPECTING AND PERMITTING THE GAS WELLS INCLUDING, BUT NOT LIMITED TO, CLAIMS AND DAMAGES ARISING IN WHOLE OR IN PART FROM THE SOLE NEGLIGENCE OF THE INDEMNIFIED PARTIES OCCURRING ON THE DRILLING AND PRODUCTION SITE IN THE COURSE AND SCOPE OF INSPECTING AND PERMITTING THE GAS WELLS. IT IS UNDERSTOOD AND AGREED THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION IS AN INDEMNITY EXTENDED BY THE OPERATOR TO INDEMNIFY AND PROTECT THE INDEMNIFIED PARTIES FROM THE CONSEQUENCES OF THE NEGLIGENCE OF THE INDEMNIFIED PARTIES, WHETHER THAT NEGLIGENCE IS THE SOLE CAUSE OF THE 1 08/04/2015 version RESULTANT INJURY, DEATH, AND/OR DAMAGE. LIABILITY FOR THE SOLE NEGLIGENCE OF THE CITY IN THE COURSE AND SCOPE OF ITS DUTY TO INSPECT AND PERMIT THE GAS WELL IS LIMITED TO THE MAXIMUM AMOUNT OF RECOVERY UNDER THE TORT CLAIMS ACT. B. Insurance. 1. General Requirements. a. The Operator shall provide or cause to be provided the insurance described below for each well for which a Gas Well Permit is issued, and shall maintain such insurance until the well is abandoned and the site restored, except as otherwise required in this Section. The Operator may provide the required coverage for multiple wells on a "blanket basis". Such coverage shall be approved by the Risk Manager for the City of Denton. b. Prior to issuance of the Gas Well Permit, the Operator shall furnish the City with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth in this Section. A copy of the endorsements or other policy provisions adding the City as an additional insured to the insurance policies, endorsements providing the City thirty (30) days written notice of cancellation or material change in coverage, and all waivers of subrogation shall be attached to the certificate(s) of insurance. Upon request, certified copies of the insurance policies shall be furnished to the City. The City's acceptance of documents that do not reflect the required insurance, or the City's failure to request the required insurance documents, shall not constitute a waiver of the insurance requirements set forth in this Section. c. In the event any insurance required by this Section is cancelled, the Gas Well Permit shall be suspended on the date of cancellation and the Operator's right to operate under the Gas Well Permit shall immediately cease until the Operator obtains the required insurance. d. The Operator shall provide the City thirty (30) days written notice of any cancellation, non -renewal, or material change in policy terms or coverage, and the policies shall be endorsed to provide the City such notice. e. All insurance policies shall be written by an insurer authorized to do business in Texas and with companies with A: VIII or better rating in accordance with the current Best's Key Rating Guide, or with such other financially sound insurance carriers approved by the City. f. All insurance policies, with the exception of the workers compensation policy, shall be endorsed to name the City, its officials, employees, agents and volunteers as additional insureds on the policies. The additional insured coverage shall apply as primary insurance with respect to any other insurance or self-insurance N 08/04/2015 version programs maintained by the City, its officials, employees, agents and volunteers. A copy of each endorsement shall be provided to the City as evidence of coverage. g. All insurance policies shall be endorsed with a waiver of subrogation in favor of the City, its officials, employees, agents and volunteers. A copy of each endorsement shall be provided to the City. h. All insurance policies shall be written on an occurrence basis where commercially available. i. During the term of the Gas Well Permit, the Operator shall report, in a timely manner, to the Gas Well Division any known loss or occurrence which has caused, or may in the future cause, bodily injury or property damage. 2. Required Insurance Coverages. a. Commercial General Liability Insurance. Operator shall maintain commercial general liability (CGL) insurance with a limit of not less than one million dollars ($1,000,000) each occurrence with a two million dollars ($2,000,000) aggregate. This insurance shall cover liability including, but not limited to, liability arising from premises, operations, blowout or explosion, products -completed operations, contractual liability, underground property damage, broad form property damage, and independent contractors. This insurance shall also include coverage for underground resources and equipment hazard damage. In addition to the additional insured requirements set forth above, the additional insured coverage provided to the City, its officials, employees, agents and volunteers shall include coverage for products -completed operations. b. Environmental Impairment (or Pollution Liability) Insurance. Operator shall maintain environmental impairment or pollution liability insurance with a limit of not less than five million dollars ($5,000,000). Such coverage shall not exclude damage to the lease site. If coverage is written on a claims -made basis, the Operator shall maintain continuous coverage or purchase tail coverage for four (4) years following the expiration or suspension of the Gas Well Permit, and the retroactive date(s) applicable to such coverage shall precede the date of issuance of the Gas Well Permit. Coverage shall apply to sudden and accidental pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, chemicals, liquids or gases, waste material or other irritants, contaminants or pollutants. Where commercially available, Operator shall also maintain such coverage for gradual pollution incidents. 3 08/04/2015 version c. Automobile Liability Insurance. Operator shall maintain automobile liability insurance with a limit of not less than one million dollars ($1,000,000) each accident. Such insurance shall cover liability arising out of any auto (including owned, non -owned, and hired autos). d. Worker's Compensation Insurance. Operator shall maintain workers compensation and employers liability insurance. The workers compensation limits shall be as required by statute and employers liability limits shall not be less than one million dollars $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee for bodily injury by disease. e. Excess (or Umbrella) Liability Insurance. Operator shall maintain excess (or umbrella) liability insurance with a limit of not less than twenty-four million dollars ($24,000,000) per occurrence with a twenty- four million dollar ($24,000,000) aggregate. Such insurance shall be excess of the commercial general liability insurance, automobile liability insurance and employers liability insurance as specified above. f. Control of Well Insurance. Operator shall maintain control of well insurance with a limit of not less than five million dollars ($5,000,000) per occurrence. The policy shall provide coverage for the cost of controlling a well that is out of control, re -drilling or restoration expenses, seepage and pollution damage. A five hundred thousand dollars ($500,000) sub -limit endorsement may be added for damage to property for which the Operator has care, custody, and control. 4 08/04/2015 version 35.22.4. - Security. A. Prior to the issuance of a Gas Well Permit the Operator shall provide the Gas Well Administrator with a security instrument in the form of a bond or an irrevocable letter of credit in accordance with this subsection (b). Evidence of the execution of a letter of credit shall be submitted to the Gas Well Administrator by submitting an original signed letter of credit from the banking institution, with a copy of the same provided to the City Secretary. 1. During initial drilling activities. An Operator drilling between one and five wells in the City at any time shall provide a blanket bond or letter of credit that meets the requirements of this subsection (b) in the principal minimum amount of $150,000. Such blanket bond or letter of credit shall be increased by $50,000 for the sixth and each additional well being drilled in the City. 2. During completion and production activities. An Operator with wells that are producing and for which all drilling operations have ceased shall provide a blanket bond or letter of credit that meets the requirements of this subsection (b) in the principal minimum amounts as follows: a. Up to 75 wells: $100,000; b. Between 76 and 150 wells: $150,000; and C. More than 150 wells: $250,000. B. Drawing of a bond or letter of credit. 1. The City shall be authorized to draw upon such bond or letter of credit to: a. Recover any fines or penalties assessed under this Subchapter or Subchapter 5; or b. To pay the City for the cost of doing any work required to remedy any default by the Operator under any provision of this Subchapter or Subchapter 5. 2. If the City determines that a default has occurred in the performance of any requirement or condition imposed by this Subchapter or Subchapter 5, a written notice shall be given to the Operator. Such notice shall specify the work to be done, the estimated cost and the period of time deemed to be reasonably necessary for the completion of such work. After receipt of such notice, the Operator shall, within the time therein specified, either cause or require the work to be performed, or failing to do so, shall pay over to the City 125% of the estimated cost of doing the work as set forth in the notice. In no event, however, shall the Cure Period be less than ten (10) days unless the failure presents a risk of imminent destruction of property or injury to persons or unless the failure involves the Operator's failure to provide periodic reports as required by this Subchapter or Subchapter 5. 3. The City shall be authorized to draw against the bond or letter of credit provided hereunder to recover such amount due from the Operator. Upon receipt of such 08/04/2015 version moneys, the City shall proceed by such mode as deemed convenient and necessary to cause the required work to be performed and completed, but no liability shall be incurred other than for the expenditure of said sum in hand. In the event that the well has not been properly abandoned under the regulations of the commission, such additional money may be demanded from the Operator as is necessary to properly plug and abandon the well and restore the drill site in conformity with the regulations of this Subchapter or Subchapter 5. In the event the Operator does not cause the work to be performed and fails or refuses to pay over to the City the estimated cost of the work to be done as set forth in the notice, or the issuer of the security instrument refuses to honor any draft by the City against the applicable irrevocable letter of credit or bond the City may proceed to obtain compliance and abate the default by way of civil action against the Operator, or by criminal action against the Operator, or by both such methods. C, Requirements for bonds. A bond shall be executed by a reliable bonding or insurance institution authorized to do business in Texas, acceptable to the City. The bond shall become effective on or before the date the Gas Well Permit is issued and shall remain in force and effect for at least a period of six months after the expiration of the Gas Well Permit term or until the well is plugged and abandoned and the site is restored, whichever occurs first. The Operator shall be listed as principal and the instrument shall run to the City, as obligee, and shall be conditioned that the Operator will comply with the terms and regulations of this Subchapter, Subchapter 5 and the City. The original bond shall be submitted to the Gas Well Administrator with a copy of the same provided to the City Secretary. D. Requirements for letters of credit. A letter of credit shall be issued by a reliable bank authorized to do business in Texas and shall become effective on or before the date the Gas Well Permit is issued. The letter of credit shall remain in force and effect for at least a period of six months after the expiration of the Gas Well Permit term. If the letter of credit is for a time period less than the life of the well as required by this Subchapter or Subchapter 5, the Operator must agree to either renew the letter of credit or replace the letter of credit with a bond in the amount required by this Subchapter or Subchapter 5, on or before 60 days prior to the expiration date of the letter of credit. If the Operator fails to deliver to the City either the renewal letter of credit or replacement bond in the appropriate amount on or before 60 days prior to the expiration date of the letter of credit, the City may draw the entire face amount of the attached letter of credit to be held by the City of Denton as security for Operator's performance of its obligations under this Subchapter and Subchapter 5. When the well or wells covered by said irrevocable letters of credit or bond have been properly abandoned in conformity with all regulations of this Subchapter or Subchapter 5, and in conformity with all regulations of the commission and notice to that effect has been received by the City, or upon receipt of a satisfactory substitute, the irrevocable letter of credit or bond issued in compliance with these regulations shall be terminated and cancelled. 2 08/04/2015 version 35.22.5. - Inspection. A. In accordance with federal and state law, the Gas Well Administrator and Fire Marshal shall have the authority to enter and inspect any premises covered by the provisions of this Subchapter, Subchapter 5 and Gas Well Permit, to determine compliance with its provisions, and all applicable laws, rules, regulations, standards, or directives of any local, state or federal authority. R Pursuant to inspection authority granted by this Subchapter, the Fire Code, the Texas Clean Air Act, and the Texas Water Code, the Gas Well Administrator and the Fire Marshal shall conduct periodic inspections of all Drilling and Production Sites, Gas Wells and well -related equipment permitted under this Subchapter and Subchapter 5. C. Inspections will also include an evaluation of the Operator's conformance with their Hazardous Materials Management Plan and other applicable requirements to their site. Any deviations from, or violations of, the Hazardous Materials Management Plan shall be referred to the Fire Marshal for further inspection and enforcement in accordance with the Fire Code. D. Inspection fees will be assessed for all inspections in an amount set by separate ordinance. Failure to timely remit payment for inspection fees is a violation of this Subchapter and Subchapter 5; however, nothing herein shall be deemed to limit the City's remedies in equity or law in the collection of any past due fees. 1 08/04/2015 version 35.22.6. - Periodic Reports. A. The Operator shall notify the Gas Well Administrator and the Fire Marshal of any changes to the following information within one (1) business day after the change occurs. 1. The name, address, and phone number of the Operator; 2. The name, address, and twenty-four (24) -hour, in-person response, phone number of the person(s) with supervisory authority on behalf of the Operator over the Drilling and Production Site; 3. The name, address, and phone number of the person designated to receive notices from the City, which person shall be a resident of Texas that can be served in person or by registered or certified mail; and 4. The Operator's Emergency Action Plan if required to file one pursuant to federal or state law. B. The Operator shall, upon request of the Gas Well Administrator, promptly make available a copy of any "incident reports" or written complaints submitted to the RRC or any other state or federal agency. C. Beginning a year after a well is spud, and thereafter until the Operator notifies the Gas Well Administrator that the well has been plugged and abandoned and the Drilling and Production Site restored, the Operator shall prepare a written report to the Gas Well Administrator identifying any changes to the information that was included in the application for the applicable Gas Well Permit that have not been previously reported to the City provided that changes have been made. D. The Operator must provide a copy to the Gas Well Administrator of all reports otherwise filed with the TCEQ in connection with an installed vapor recovery unit as described in this Subchapter or Subchapter 5. The Operator shall also provide the City with copies of any responses provided by TCEQ. Such reports and responses shall be kept on the Drilling and Production Site and shall be available for inspection when requested by the Gas Well Administrator. E. The Operator shall provide the City with copies filed with the RRC of the respective reports for setting surface casing, blowout preventer (BOP) pressure testing, bridge plug testing, pressure relief valve testing, and level control testing. The Operator shall also provide the City with copies of any responses provided by the RRC. Copies of such reports and responses shall be kept on the Drilling and Production Site and shall be available for inspection when requested by the Gas Well Administrator. F. In addition to the records listed in this chapter, the Operator shall provide the City with a copy of all records filed with the RRC and TCEQ by the Operator or by third parties. 7/23/2015 version Copies of such records shall be kept on the Drilling and Production Site and shall be available for inspection when requested by the Gas Well Administrator. 08/04/2015 version 35.22.7. - Notice of Activities. A. Notice AD licable_toww- Setback �Waivers and Variances 1. An Operator who seeks to reduce Drilling and Production Site Setbacks for a proposed Drilling and Production Site below those prescribed in Section 35.5.10.2, pursuant to the procedures in Section 35.5.10.6, shall give the notice prescribed by this subsection to each owner of surface property within the Drilling and Production Site Setback and to all registered neighborhood associations within one-half mile of the proposed Drilling and Production site at least twenty (20) days prior to filing an application for approval of a Gas Well Development Site Plan for the proposed Drilling and Production Site. The notice shall describe which procedure(s) under Section 35.5.10.6 will be utilized by the Operator to obtain a reduction in the setback and the date of any hearing scheduled before the Board of Adjustment on a variance request. Such notice shall be in addition to any notices required for Board of Adjustment proceedings. 2. The notice shall identify the Operator and give the address and phone number of the Operator's representative, an internet link for information on the proposed request for reduction of setbacks, and contact telephone numbers for the City staff. The notice shall be accompanied by an aerial photograph containing the information in Section 35.5.10.6.A.l.a. 3. Notices required by this subsection shall be by depositing the same, properly addressed and postage paid, in the United States mail. B. Notice ADI')kcal)! wwL(�. lllic�at ons for blas Well I eveloometttmIT` Site Plans 1. At least twenty (20) days prior to the date of filing of an application for approval of an original or amended Gas Well Development Site Plan with the Gas Well Administrator, the Operator shall notify, at the expense of the Operator, each surface owner of property within 1,000 feet of the proposed Drilling and Production Site. Such notice, as outlined below, shall be by depositing the same, properly addressed and postage paid, in the United States mail. 2. The notice shall expressly state whether waivers or variances from the Drilling and Production Site Setback have been granted pursuant to Section 35.5.10.6. The notice shall identify the Operator and give the address and phone number of the Operator's representative, an internet link for information on the proposed request for reduction of setbacks, and contact telephone numbers for the City staff. The notice shall be accompanied by an aerial photograph containing the information in Section 35.5.10.6.A.1.a. 3. At least twenty (20) days prior to the date of filing of an application for an original or amended Gas Well Development Site Plan with the Gas Well Administrator, the Operator shall publish a notice containing the information in 08/04/2015 version subsection 2, at the expense of the Operator, in one issue of the local section of a newspaper of general circulation in the City for ten consecutive days. An affidavit by the printer or publisher of the newspaper indicating publication of the notice shall be filed with the application and will be prima facie evidence of such publication. All notices shall follow a format required by the City. 4. No later than five (5) days after filing of an application for an original or amended Gas Well Development Site Plan with the Gas Well Administrator, the Operator, at Operator's expense, shall erect at least one sign, as approved by the Gas Well Administrator, no less than three feet by three feet, upon the premises upon which a Gas Well Development Site Plan has been proposed. The sign or signs shall be located in a conspicuous place or places upon the property at a point or points nearest right-of-way, street, roadway or public thoroughfare adjacent to such property. The Gas Well Administrator may require additional signage if the premises fronts on more than one right-of-way, street, roadway or public thoroughfare. The sign(s) shall state that a Gas Well Development Site Plan has been requested, which if approved, would authorize the drilling of multiple gas wells for the site. The sign shall further set forth that additional information can be acquired by telephoning the Operator at the number indicated on the sign. The sign shall remain posted at the Drilling and Production Site for the duration of the Gas Well Development Site Plan. C. Notice Applicable to Activities 1. Any Operator who intends to perform the following activities: (1) Drilling Activities; (2) Workover Operations; (3) perform Completion or Re -Completion Operations; (4) plug and abandon a well; (5) perform any other maintenance activities that involve removal of the well head at a Drilling and Production Site; or (6) conduct seismic exploration not involving explosive charges; shall give written notice to the City no sooner than thirty (30) days and no later than ten (10) days before the activities begin, except in instances where immediate Operator response is necessary, provided that the Operator has first obtained all necessary authorizations required by this Subchapter, Subchapter 5 and the Fire Code. Road Damage Remediation Fees shall be paid to the City and submitted with the Notice of Activities. 2. Except in instances where immediate Operator response is necessary, all dwellings within 1,000 feet from the boundary of a Drilling and Production Site shall be notified no sooner than thirty (30) days and no later than ten (10) days prior to the activities listed in Section C.1, excluding Workover Operations. Such notice shall be by depositing the same, properly addressed and postage paid, in the United States mail. a. The notice shall identify where the activities will be conducted and shall describe the activities in reasonable detail, including but not limited to the duration of the activities and the time of day they will be conducted. 2 08/04/2015 version b. The notice shall also provide the address and the twenty-four (24) hour, in-person response, phone number of the Operator responsible for the well concerning the activities. 3. The Operator responsible for the activities shall post a sign at the entrance of the Drilling and Production Site giving the public notice of the activities, including the date and time the activities will begin, and the name, address, and twenty-four (24) hour, in-person respone, phone number of the Operator conducting the activities. 4. If upon receipt of the notice the City determines that an inspection by the Gas Well Administrator is necessary, the Operator will pay the City's fee for the inspection as set forth in amount as established by separate ordinance. 5. The Operator shall notify the Gas Well Administrator within 24 hours of setting surface casing. 08/04/2015 version 35.22.8. — Remedies, Enforcements and Right of Entry. A. The Fire Marshal and the Gas Well Administrator are authorized and directed to enforce this Subchapter, Subchapter 5 and the provisions of any Gas Well Permit. Whenever necessary to enforce any provision of this Subchapter, Subchapter 5 or a Gas Well Permit, or whenever there is reasonable cause to believe there has been a violation of this Subchapter, Subchapter 5 or a Gas Well Permit, the Fire Marshal or Gas Well Administrator, may, consistent with federal and state law, enter upon any property covered by this Subchapter, Subchapter 5 or a Gas Well Permit at any reasonable time to inspect or perform any duty imposed by this Subchapter or Subchapter 5. If entry is refused, the City shall have recourse to every remedy provided by law and equity to gain entry. B. It shall be unlawful and an offense for any person to do the following: 1, Engage in any activity not permitted by the terms of a Gas Well Permit issued under this Subchapter or Subchapter 5; 2. Fail to comply with any conditions set forth in a Gas Well Permit issued under this Subchapter or Subchapter 5; or Violate any provision or requirement set forth under this Subchapter or Subchapter 5. C. The enforcement and penalty provision under Subsection 35.1.10.4 shall apply to a violation of this Subchapter or Subchapter 5. D. The Gas Well Administrator is authorized to issue citations into municipal court for violations of this Subchapter, Subchapter 5 or Gas Well Permit. E. The City may also notify the EPA, TCEQ, RRC or other applicable federal or state agency in connection with violations of this Subchapter or Subchapter 5. F. Permit Suspension or Revocation 1, If an Operator (or its officers, employees, agents, contractors, subcontractors or representatives) fails to comply with any requirement of any Gas Well Permit issued by the City in connection with any Gas Well Drilling and Production activity, the Fire Marshal or Gas Well Administrator may give written notice to the Operator specifying the nature of the alleged failure and giving the Operator a reasonable time to cure, taking into consideration the nature and extent of the alleged failure, the extent of the efforts required to remedy the failure, and the potential impact on the health, safety, and welfare of the community. The Operator shall notify the Gas Well Administrator within forty-eight (48) hours indicating how the violation(s) shall be remedied. Unless otherwise provided by this Subchapter or in Subchapter 5, in no event, however, shall the Cure Period be 08/04/2015 version less than ten (10) days unless the alleged failure presents a risk of imminent destruction of property or injury to person. The Fire Marshal may issue a Stop Work Order under the Fire Code. 2. If the Operator does not cure the alleged failure within the time specified by the Fire Marshal and/or Gas Well Administrator, the Fire Marshal and/or Gas Well Administrator may notify the appropriate state or federal agency with jurisdiction over the alleged violation and request that the state or federal agency take appropriate action (with a copy of such notice provided to the Operator), and the City may pursue any other remedy available. 3. If the Operator does not cure the alleged failure within the time specified by the Fire Marshal and/or Gas Well Administrator, the Gas Well Administrator may recommend to the Board of Adjustment: a. That the Gas Well Permit at issue shall be suspended until the alleged failure is cured; or, b. If the Gas Well Permit at issue was under suspension at any time during the prior two (2) year period, that the Permit at issue shall be revoked. The Board of Adjustment shall hold hearings, in accordance with DDC, Section 35.3.4, to act upon the Fire Marshal's and/or the Gas Well Administrator's recommendation. 4. The decision of the Fire Marshal and/or Gas Well Administrator to recommend suspension or revocation of a Gas Well Permit shall be provided to the Operator in writing at least ten (10) days before the hearing to be held by the Board of Adjustment. 5, If a Gas Well Permit is revoked, the Operator may submit information to the Gas Well Administrator evidencing that the alleged failure resulting in the revocation of the Gas Well Permit has been corrected, and an application for a new Gas Well Permit may be submitted for the same well. 08/04/2015 Version Changes to Provisions for Watershed Permits Section 35.22.9. Watershed Permits for Gas Well Developments A. Applicability. 1. A Watershed Protection Permit shall be approved prior to approval of any Gas Well Development Site Plan, Gas Well Development Plat, or Gas Well Permit that includes land in any flood fringe area or ESA within the corporate limits or ETJ of the City, and for any proposed site that is within one thousand two hundred (1,200) feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville. Approval of a Watershed Protection Permit authorizes the processing of a complete application for a Gas Well Development Site Plan or Gas Well Development Plat, as the case may be, that includes land in a flood fringe area or ESA, or for a site that is within one thousand two hundred (1,200) feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville. No gas well development is allowed in the floodway, including the area of an ESA located in a floodway. 2. Inside the City limits, a Watershed Protection Permit for gas well development can be approved only if the City Council authorizes a Specific Use Permit. In making a recommendation for the SUP, the Director shall apply those standards set forth in Section 35.22.9.D. In the City's ETJ, a Watershed Protection Permit may be approved by the Director of Environmental Services, or designee pursuant to the procedures in subsection C. 3. A Watershed Protection Permit application may be submitted simultaneously with an application for a Specific Use Permit. B. Application Requirements and Processing. A Watershed Protection Permit shall be processed in accordance with the following: 1. An application for a Watershed Protection Permit shall contain the following information and such information as may be required by the Development Review Committee and the Environmental Services Department, which is reasonably necessary to review and determine whether the proposed development and required facilities meet the requirements of this Subchapter 22, Subchapter 5 and as required by the Application Criteria Manual. In addition the information shall include the following: a. A Tree Inventory Plan shall show the location of ESAs on any proposed Drilling and Production Site. b. Show location of ESAs on proposed Drilling and Production Sites. 2. All applications for Watershed Protection Permits shall be filed with the Planning Department, who shall immediately forward all applications to the DRC for review. 1 08/04/2015 Version Incomplete applications shall be returned to the applicant, in which case the City shall provide a written explanation of the deficiencies. The City shall retain a processing fee determined by the City Council. The City may return any application as incomplete if there is a dispute pending before the Railroad Commission regarding the determination of the Operator. No application shall be deemed accepted for filing until the application is complete. C. Procedures. 1. Each application for a Watershed Protection Permit for gas well development in the ETJ shall be approved or denied by the Director of Environmental Services or designee following DRC review. 2. Criteria for Approval for Watershed Protection Permit for Gas Well Development in the City limits. In reviewing the application for a Watershed Protection Permit, the Director shall apply those standards set forth in Section 35.22.9.D. The Director may attach such conditions to approval of a Watershed Protection Permit as are necessary to assure that the requirements of subsection D and any other applicable requirements contained in this Subchapter 22 and Subchapter 5 are met. 3. Criteria for Approval for Watershed Protection Permits for gas well developments within the ETJ. In deciding the application for a Watershed Protection Permit, the Director shall apply those standards set forth in 35.33.9.D(1); 35.22.9.1)(2) for riparian buffers within floodplains; and 35.22.9.1)(5). The Director may attach such conditions to approval of a Watershed Protection Permit as are necessary to assure that the requirements of these components of subsection D and any other applicable requirements in this Subchapter 22 and Subchapter 5 are met. 4. Each Watershed Protection Permit shall: a. Identify each well subject to the Permit; b. Specify the date on which the Permit was issued; c. Incorporate by reference all applicable standards of approval; and d. Incorporate by reference all applicable conditions of approval. 5. The applicant may appeal the Director's denial or conditional approval of a Watershed Protection Permit in the ETJ on grounds pertaining to the standards in Subsection 35.22.9.C.3 to the City Council within ten (10) calendar days of the decision by the Director. The Council shall decide the petition based upon the criteria in Subsection 35.22.C.3 and any other applicable requirements contained in this Subchapter 22 and Subchapter 5. D. Watershed Protection Permit Standards. 2 08/04/2015 Version The standards in this subsection are adopted pursuant to the authority granted by Texas Local Government Code, Section 551.002 and Chapter 211 and are intended to minimize adverse impacts on areas within the Flood Fringe or ESA, reduce flood damage, and lessen the potential for contaminating surface water or any water supply. 1. Location of Sites. Drilling and Production Sites shall be located outside floodplains and other ESAs whenever practicable to minimize adverse impacts on these areas, reduce flood damage, and lessen the potential for contaminating surface water or any water supply. 2. Riparian Buffers. For all ESAs constituting or containing riparian buffers prior to the approval of a Gas Well Development Site Plan: a. If a riparian buffer is designated as "fair" to "excellent" ESA, the designated protective stream buffer width as specified in Subchapter 17 of the Denton Development Code shall apply, and no encroachments shall be allowed. b. Within all areas except unstudied floodplains, if the stream is designated as a "poor" ESA, the designated width of the protective stream buffer 'shall be decreased by either fifty (50) percent or to the limits of the floodway whichever is greater, but in no instance shall the protective stream buffer width be decreased below twenty-five (25) feet measured each direction from the centerline of the existing channel. 3. Tree Mitigation. In the event of a conflict between this subsection and DDC, Section 35.13.7, this subsection shall control. Tree mitigation for gas wells located in an ESA shall be required and shall be calculated on a one to one replacement value for one hundred (100) percent of the diameter breast height ("dbh") of trees removed from the Drilling and Production Site. Tree mitigation shall be accomplished by planting replacement trees, within a floodplain, on-site or off-site with similar tree species or by payment into a Tree Mitigation Fund. Tree Mitigation Funds that are specific to ESA's will be kept separate from other Tree Mitigation Funds and will only be used to either acquire wooded floodplain or riparian property that remains in a naturalistic state in perpetuity, or to purchase conservation easements within riparian or floodplain areas. Funds may be used to purchase, plant, and maintain trees on public property, as long as the public property is within a riparian area or floodplain. 4. Tree Removal. Any request to remove tree(s) shall be accompanied by a letter from a certified geologist or engineer that indicates why the well site cannot be located to avoid the trees. If Operator has chosen to pay into the Tree Mitigation Fund, such funds shall be paid prior to approval of a Final Gas Well Development Site Plan or Gas Well Development Plat for the ESA. 5. Limitation on Well Heads. Only one (1) well head may be placed in the Flood Fringe or other ESA under the following conditions: 3 08/04/2015 Version a. Storage tanks or separation facilities shall be constructed at least eighteen (18) inches above the established Base Flood elevation plus the surcharge depth for encroachment to the limits of the floodway having a one (1) percent chance of being equaled or exceeded in any year. b. A hydrologic and hydraulic engineering study shall be performed by a Registered Professional Engineer. The study shall be submitted to the Engineering Department in a technical report for review by the City Engineer or his designated representative. The report shall demonstrate that the proposed facilities will have no adverse impacts on the carrying capacity of the adjacent waterway nor cause any increases to the elevations established for the floodplain. When the Special Flood Hazard Areas (SFHA) on the subject site is designated as "Zone A" on the FIRM Panel, or the SFHA is not identified on the FIRM Panel, the following approximate method may be used to evaluate the impacts from gas well development. A flow rate shall be calculated using procedures set forth in the City of Denton Drainage Criteria Manual. Using Manning's Equation with an estimate of the average slope of the stream, measurements of a single irregular cross- section geometry at the well site, and the one hundred (100) year discharge rate, the average velocity and normal depth may be calculated. Calculations shall be provided for the unaltered existing channel cross-section and for the proposed modified channel cross-section and submitted to the City for review and approval prior to construction within these areas. c. No more than ten (10) percent of the flood fringe, within the limits of the Gas Well Development Site Plan or Gas Well Development Plat, may be filled. 6. Additional Standards inside City Limits. For land inside the City limits, all conditions imposed by any applicable SUP, MPC District or a PD District for the land subject to the Watershed Protection Permit, as well as the standards in Section 35.22.9.D and any other applicable requirements contained in this Subchapter 22 and Subchapter 5, shall apply. E. Post -approval Procedures. 1 If evidence from water quality monitoring efforts indicates that contamination is occurring from gas wells, the Operator shall remove, cause to be removed, or otherwise remediate contamination, as required by the Gas Well Administrator including but not limited to Waste Minimization Practices established by the RRC. Cleanup operations shall begin immediately. A re -inspection fee shall be charged as established by the City Council and published in the Application Criteria Manual. 2. An associated Watershed Protection Permit shall expire with the expiration of the Gas Well Development Site Plan or Gas Well Development Plat and may not be extended prior to expiration. 4 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2649, Version: 1 AGENDA CAPTION Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from the City's attorneys and discuss legal status, expenses and strategy in Cause No. DC - 17 -08139, styled "Michael Grim and Jim Maynard v. City of Denton, Texas" pending in the 681 Judicial District Court, Dallas County, Texas; where a discussion of these legal matters in an open meeting would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City of Denton Page 1 of 1 Printed on 12/4/2019 powered by LegistarTM City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiiwlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2722, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton establishing the classifications and prescribing the number of positions in each classification for the Fire Department pursuant to Chapter 143 of the Texas Local Government Code; providing repealer, cumulative, and severability clauses; and declaring an effective date. City of Denton Page 1 of 1 Printed on 12/4/2019 powered by LegistarTM City of Denton City Hall 1"I&IMMM 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Fire CM/ DCM/ ACM: Todd Hileman DATE: SUBJECT 12-10-2019 Consider adoption of an ordinance of the City of Denton establishing the classifications and prescribing the number of positions in each classification for the Fire Department pursuant to Chapter 143 of the Texas Local Government Code; providing repealer, cumulative, and severability clauses; and declaring an effective date. BACKGROUND Civil Service law, Texas Local Government Code, Chapter 143, requires governing bodies of all jurisdictions with Civil Service employees to officially authorize their exact number of Civil Service employees. The City Council last approved the authorized number of Fire Department Civil Service positions by Ordinance 18-1758 on November 6, 2018. Staff requests the City Council's approval of the current number of Civil Service positions for the Fire Department as budgeted for FY 2019-20 and is detailed below. For the 2019-20 Fiscal Year, City Council approved the addition of three new Firefighters/Recruits. If the City Council adopts the amended ordinance on December 10, 2019, this authorizes the correct number of Civil Service positions. The total number of authorized Civil Service positions in the Fire Department will be a net of two, for a total of 191. The Fire Chief is an appointed position, in prior years this position was counted as civil service classifications in error; this time it was not counted. Classification FY 2017-18 Ordinance 2017-376 FY 2018-19 Ordinance 18-1758 FY 2019-20 Revised Ordinance Fire Chief 1 0 0 Assistant Fire Chief 1 1 1 Assistant Fire Chief/Fire Marshal 1 1 1 Battalion Chief - Operations 6 6 6 Assistant Fire Marshal 1 1 1 Emergency Management Program Manager 1 1 1 Fire Community Services Officer 1 1 1 Fire Training Captain 1 1 1 EMS Captain 1 1 1 Captain- Operations 25 25 25 Deputy Fire Marshal III 1 1 1 Driver 51 51 51 Deputy Fire Marshal II 2 2 2 Deputy Fire Marshal I 6 6 6 Firefighters and Recruits 90 93 Total 1 186 188 191 PRIOR ACTION/REVIEW (Council, Boards, Commissions) On November 6, 2018 City Council authorized the additional Civil Service personnel under Ordinance No. 18-1758. On December 5, 2017. City Council authorized the additional Civil Service personnel under Ordinance No. 2017-376. On December 6, 2016, City Council authorized the additional Civil Service personnel under Ordinance No 2016-421. On October 20, 2015, City Council authorized the additional Civil Service personnel under Ordinance No. 2015-306. FISCAL INFORMATION The three additional Civil Service positions were funded as part of the FY 2019-20 Budget. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.1 Enhance public safety in the community EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Kenneth Hedges Fire Chief Prepared by: Lindsey Garrison Fire Administration Manager ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON ESTABLISHING THE CLASSIFICATIONS AND PRESCRIBING THE NUMBER OF POSITIONS IN EACH CLASSIFICATION FOR THE FIRE DEPARTMENT PURSUANT TO CHAPTER 143 OF THE TEXAS LOCAL GOVERNMENT CODE; PROVIDING REPEALER, CUMULATIVE, AND SEVERABILITY CLAUSES; AND DECLARING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 143.021, Texas Local Government Code, the City Council of the City of Denton is required to establish the classifications and prescribe the number of positions in each classification for Fire Department personnel by ordinance; and WHEREAS, on November 6, 2018, the City Council passed Ordinance No. 18-1758, adopting and approving a schedule of Authorized Positions relating to classification of fire fighters; and WHEREAS, since the passage of Ordinance No. 18-1758, the Fire Department has updated the titles and number of positions designated for certain classifications of Fire Department personnel, and have submitted the revisions to the City Council for review and approval based on the Department's determination that these changes are in the Department's best interest; and WHEREAS, the City Council has considered these updated classification titles and numbers and has found these changes to be in the City's best interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby adopts and approves a schedule prescribing the revised titles and number of positions for the following Fire Department Classifications for FY 2019-20, as shown in the table attached hereto and incorporated by reference herein as Exhibit "A." SECTION 2. This ordinance shall be cumulative of all provisions of ordinances of the City of Denton, except where the provisions of the ordinance are in direct conflict with the provisions such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 3. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance, shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. Page 1 SECTION 4. This ordinance shall become effective immediately upon its passage and approval as provided by law. The motion to approve this Ordinance was made by and seconded by the Ordinance was passed and approved by the following vote Aye Nay Abstain Absent Mayor Chris Watts Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2019. ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _fl�l/U CHRIS WATTS, MAYOR Page 2 Exhibit A Classification FY 2017-18 Ordinance 2017-376 FY 2018-19 Ordinance 18-1758 FY 2019-20 Revised Ordinance Fire Chief 1 0 0 Assistant Fire Chief 1 1 1 Assistant Fire Chief/Fire Marshal 1 1 1 Battalion Chief - Operations 6 6 6 Assistant Fire Marshal 1 1 1 Emergency Management Program Manager 1 1 1 Fire Community Services Officer 1 1 1 Fire Training Captain 1 1 1 EMS Captain 1 1 1 Captain- Operations 25 25 25 Deputy Fire Marshal III 1 1 1 Driver 51 51 51 Deputy Fire Marshal II 2 2 2 Deputy Fire Marshal 1 6 6 6 Firefighters and Recruits 90 93 Total 186 188 191 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 19-2819, Version: 1 Legislation Text AGENDA CAPTION Consider approval of the minutes of November 19, 2019. City of Denton Page 1 of 1 Printed on 12/6/2019 powered by LegistarTM CITY OF DENTON CITY COUNCIL MINUTES November 19, 2019 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, November 19, 2019, at 1:02 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and City Attorney Aaron Leal WORK SESSION 1. Citizen Comments on Consent Agenda Items None. 2. Requests for clarification of agenda items listed on this agenda. • Consent 4.17 (ID 19-2742) - As requested, staff provided clarification as to the budget for development construction projects. (Briggs) • Consent Item 4.I (ID 19-2816) - The item was pulled from consideration. (Watts) • Consent Item 4.J (ID 19-2818) - As requested, staff provided clarification regarding TCEQ fees. (Briggs) • Consent Item 4.K (ID 19-2828) - As requested, staff provided clarification that voting for this item would not make moot the original vote. (Briggs) • Consent Item 4.0 (ID 19-2721) - Pulled for individual consideration. (Leal) 3. Work Session Reports A. ID 19-2782 Receive a report, hold a discussion, and give staff direction regarding the employee residency survey results and other Cities residency incentives information. The presentation was made and discussion followed. Following discussion, there was no direction provided in that the item was presented as a follow up to Council Member Request ID 19-2083, Item 4. City of Denton City Council Minutes November 19, 2019 Page 2 B. ID 19-2805 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. The presentation was made and discussion followed. Following discussion, staff was directed to proceed with implementation of the pilot program for evaluation as a safety improvement for all modes of transportation in the downtown area. C. ID 19-2274 Receive a report, hold a discussion, and give staff direction regarding proposed City Initiated Zoning Changes. The presentation was made and discussion followed. Following discussion, staff was directed to proceed with Option 2 which is to continue with City initiated zoning changes addressing non -conforming uses and structures and include properties in advance of any redevelopment or development. The meeting recessed for a short break at 2:30 p.m. and reconvened at 2:37 p.m. D. ID 19-2766 Receive a report, hold a discussion, and provide staff direction regarding incentivizing graywater systems using impact fees and the relationship between graywater systems, impact fees, and infrastructure planning. The presentation was made and discussion followed. Following discussion, staff was directed to prepare a fee structure with rebate option for consideration at a future meeting. E. ID 19-2770 Receive a report, hold a discussion, and give staff direction regarding Roadway Impact Fees. The presentation was made and discussion followed. Following discussion, staff was directed to prepare fees for consideration at a future meeting. The Work Session ended at 3:56 p.m. City of Denton City Council Minutes November 19, 2019 Page 3 CLOSED MEETING The City Council convened into a Closed Meeting at 3:56 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows: A. ID 19-2807 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. DELIBERATED The Closed Meeting started at 4:06 p.m. and ended at 4:15 p.m. No votes or actions were taken during the Closed Meeting. REGULAR MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Regular Meeting on Tuesday, November 19, 2019, at 6:34 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and City Attorney Aaron Leal 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag City of Denton City Council Minutes November 19, 2019 Page 4 2. PROCLAMATIONS/PRESENTATIONS A. ID 19-2811 Resolution of Appreciation for Julie Glover in honor of her upcoming retirement and dedicated service to the City of Denton - ISSUED 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. None. C. Additional Citizen Reports (Open Microphone) Eva Grecco, 802 W. Oak Street - regarding citizens not being limited on speaking time when addressing the City Council at a meeting; luncheon meetings held wherein citizens pay for lunches eaten; there is a very big dip at the corner of West Oak and Ponder near the intersection and sign letting the public know about dip has been removed Willie Hudspeth, 623 Newton - confederate statue on the square not mentioned during an earlier Work Session presentation; symbolizes slavery; homeless situation behind his home; need to provide assistance to the homeless 4. CONSENT AGENDA The consent agenda consisted of Items 4.A -K. During the Work Session held earlier in the day, Item 4.0 (ID 19-2721) was pulled for individual consideration by City Attorney Leal. Item 4.I (ID 19-2816) was pulled from consideration by Mayor Watts. Council Member Ryan moved to adopt the Consent Agenda, now consisting of items 4.A, 4.B, 4.D -H, 4.J, and 4.K. Motion seconded by Mayor Pro Tem Hudspeth. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None A. ID 19-2589 Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Sally Cotter, representing Half Pint Children's Boutique, LLC, from the Downtown Reinvestment Grant Program not to exceed $3,309; and providing for an effective date. The Economic Development Partnership Board recommends approval (10-0). ASSIGNED ORDINANCE NO. 19-2589 City of Denton City Council Minutes November 19, 2019 Page 5 B. ID 19-2675 Consider adoption of an ordinance of the City of Denton releasing, abandoning, and vacating (i) a Public Access Easement granted to the City of Denton by Aaron Baltazar, Ltd., recorded as Instrument No. 2005-142281 in the Real Property Records, Denton County, Texas, and (ii) a Drainage Easement granted to the City of Denton by Aaron Baltazar, Ltd., recorded as Instrument No. 2005-142277 in the Real Property Records, Denton County, Texas; providing for severability and an effective date. (Beall Way Addition - Access and Drainage Easement Abandonment Request) ASSIGNED ORDINANCE NO. 19-2675 D. ID 19-2727 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 State of Texas Smart Buy Program for the purchase of library print materials as awarded by State of Texas Contract Number 715-M2 Publications, Audiovisual Materials, Books, and Cataloging Services (Prepared Materials Only); providing for the expenditure of funds therefore; and providing an effective date (File 7219 - awarded to Baker & Taylor, LLC, in the not -to -exceed amount of $350,000). ASSIGNED ORDINANCE NO. 19-2727 E. ID 19-2737 Consider approval of the minutes of November 4 and November 5, 2019. F. ID 19-2742 Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and HR Green, Inc., amending the contract approved by City Council on October 23, 2018, in the not -to -exceed amount of $815,147; said first amendment to provide additional review of development construction projects for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6818 - providing for an additional first amendment expenditure amount not -to -exceed $578,915, with the total contract amount not -to -exceed $1,394,062). ASSIGNED ORDINANCE NO. 19-2742 G. ID 19-2741 Consider adoption of an ordinance of the City of Denton, approving a City co- sponsorship to Bridging Hope Ministries in an amount not to exceed $993 of in-kind services and resources for the 5th Annual Christmas Banquet, which will be held on Sunday, December 1, 2019, from 3:00 p.m. to 5:00 p.m., at the Denton Civic Center; and providing an effective date. ASSIGNED ORDINANCE NO. 19-2741 H. ID 19-2758 Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute a Contract of Sale by and between JoDo Co, LLC and the City, for the sale and purchase of fee simple title of an approximate total of 1.12 acres of land located in the Hiram Cisco Survey, Abstract Number 1184, City and County of Denton, City of Denton City Council Minutes November 19, 2019 Page 6 Texas, and also known as 712, 716, and 800 East McKinney Street and 723-725 East Oak Street, for the purchase price of Six Hundred Ten Thousand Dollars and No/100 ($610,000.00); authorizing the expenditure of funds therefor; providing for severability and an effective date. ASSIGNED ORDINANCE NO. 19-2758 J. ID 19-2818 Consider adoption of an ordinance of the City of Denton authorizing the expenditure of funds for payments by the City of Denton to the Texas Commission on Environmental Quality for waste disposal fees; and providing an effective date (waste disposal fee in the total amount of $350,000). ASSIGNED ORDINANCE NO. 19-2818 K. ID 19-2828 Consider adoption of an ordinance of the City of Denton, Texas, Nunc pro Tunc, correcting an inadvertent mistake in section 6 of the Second Amendment to the City Attorney's Employment Agreement approved by City Council on November 5, 2019 by ordinance 2019-2625; authorizing the Mayor to execute a corrected second amendment to the City Attorney's Employment Agreement; providing for a severability clause; providing for a savings clause and providing an effective date. ASSIGNED ORDINANCE NO. 19-2828 ITEM PULLED FOR INDIVIDUAL CONSIDERATION C. ID 19-2721 Consider a resolution by the City of Denton authorizing the city manager to apply for and accept the 2019 UASI - City of Denton - Fire EMS Rescue Task Force Grant (grant no. 3421002) in the amount of $144,137.31 from the State of Texas, Office of the Governor, through a grant from the US Department of Homeland Security for the period of November 1, 2019 through October 31, 2020; and providing an effective date. ASSIGNED RESOLUTION NO. 19-2721 Pulled for individual consideration by City Attorney Leal. The item was not presented, commentary followed. Staff clarified the ordinance being considered was to accept the 2019 UASI - City of Denton - "SPECIALIZED REGIONAL RESPONSE TEAM SUSTAINMENT" Grant and the caption read "Fire EMS Rescue Task Force Grant" in error. City Attorney Leal confirmed the item could be adopted with the motion being to adopt the substitute ordinance. Council Member Ryan moved to adopt the substitute ordinance accepting the 2019 UASI - City of Denton - "SPECIALIZED REGIONAL RESPONSE TEAM SUSTAINMENT" Grant. Motion seconded by Mayor Pro Tem Hudspeth. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None City of Denton City Council Minutes November 19, 2019 Page 7 ITEM PULLED FROM CONSIDERATION I. ID 19-2816 Consider approval of a resolution of the City of Denton authorizing the Mayor to execute a Transit Oriented Development Planning Grant Partnership Agreement with the Denton County Transportation Authority (DCTA), City of Highland Village, City of Lewisville, and Denton County for a grant application to conduct a Transit Oriented Development Study for the Kansas City Southern (KCS) rail corridor; and providing an effective date. As announced during the Work Session earlier in the meeting, the item was pulled ftom consideration by Mayor Watts. 5. ITEMS) FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS L. ID 19-2809 Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various (1) fee simple tracts, (II) permanent easements, and (III) temporary construction easements, generally located along Mayhill Road, south of Spencer Road and north of Interstate Highway 35E, situated in the David Hough Survey - Abstract 646, the D. Lombard Addition, and the D. Lombard Survey - Abstract 784, all in the City and County of Denton, Texas, and more particularly described in the attached Exhibit "A" (collectively, the "Property Interests"); authorizing the City Manager and City Attorney, or their respective designees, to acquire the Property Interests by agreement if possible including making initial and final offers required by law; authorizing the use of the power of eminent domain to condemn the Property Interests if an agreement cannot be reached; authorizing the City Attorney, or his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing an effective date ASSIGNED ORDINANCE NO. 19-2809 The item was presented and discussion followed. The following spoke on the item: • Kevin Nelms, 2100 S. Mayhill Road - in opposition to the item Mayor Pro Tem Hudspeth moved that the City of Denton, after having made the offers required by state law, use the power of eminent domain, if needed, to acquired various fee simple tracts, permanent easements, and temporary construction easement generally located along the 2000 Block of South Mayhill Road, south to the intersection of South Mayhill Road and Colorado Boulevard, and being situated in the David Hough Survey — Abstract 646, the D. Lombard Addition, and the D. Lombard Survey — Abstract 784, all in the City and County of Denton, Texas and being more particularly described in Exhibit "A" to the ordinance now City of Denton City Council Minutes November 19, 2019 Page 8 under consideration and on the screens overhead, now being displayed for the audience, all of which are for a valid public use, necessary to provide for the expansion and improvement of Mayhill Road, a municipal street and roadway located in the City of Denton and for flood control and storm water improvements necessitated by such flood control, to serve the public and citizens of the City of Denton. Motion seconded by Council Member Ryan. Motion carried. AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, and Meltzer NAYS (2): Council Members Briggs and Armintor 6. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 19-2674 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 ImageNet Consulting, LLC, through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract# DIR-TSO-4159 for the lease of 90 digital copiers for various City of Denton departments; providing for the expenditure of funds therefor; and providing an effective date (File 7134 - awarded to ImageNet Consulting, LLC, in the five (5) year not - to -exceed amount of $1,182,585). ASSIGNED ORDINANCE NO. 19-2674 The item was presented and discussion followed. Mayor Pro Tem Hudspeth moved to adopt the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth, and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): NONE B. ID 19-2439 Consider adoption of an ordinance of the City of Denton, a Texas municipal home -rule corporation, repealing the entirety of Division 3. - Right -of -Way Construction, Article II - Construction and Repair, Chapter 25 - streets, sidewalks and public places, of the City's Code of Ordinances; repealing the entirety of Division 4. - Barricading of Construction and Public Rights -of -Way, Article II Construction and Repair, Chapter 25 Streets, Sidewalks and Public Places, of the City's Code of Ordinances; creating a new Division 3. - Right -of - Way Construction Management, Article II - Construction and Repair, Chapter 25- Streets, Sidewalks and Public Places, of the City's Code of Ordinances; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. ASSIGNED ORDINANCE NO. 19-2439 The item was presented and discussion followed. City of Denton City Council Minutes November 19, 2019 Page 9 Council Member Armintor moved to adopt the item as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth, and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None C. ID 19-2440 Consider approval of a resolution of the City of Denton, a Texas home -rule municipal corporation, authorizing the use of the Construction Manager -at -Risk delivery method for the construction of a Public Safety Facility; authorizing the City Manager to take all necessary action, and providing an effective date (File 7151). ASSIGNED RESOLUTION NO. 19-2440 Council Member Briggs had a conflict of interest and left the Council Chambers. The item was presented and no discussion followed. Council Member Armintor moved to adopt the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth, and Council Members Davis, Ryan, Armintor, and Meltzer NAYS (0): NONE ABSTAIN: (1) Council Member Briggs D. ID 19-2468 Consider adoption of an ordinance of the City of Denton, Texas authorizing the expenditures of funds for the payment of wholesale transmission charges in the total amount of $7,219,975.36 and, providing an effective date. ASSIGNED ORDINANCE NO. 19-2468 The item was presented and discussion followed. Council Member Ryan moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth, and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None City of Denton City Council Minutes November 19, 2019 Page 10 E. ID 19-2728 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 Pavecon Public Works LP, for the construction of the South Bonnie Brae Street Widening and Improvements Phase II/Vintage Blvd project for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (IFB 7118 - awarded to Pavecon Public Works LP, in the not -to -exceed amount of $11,638,323.40). ASSIGNED ORDINANCE NO. 19-2728 The item was presented and discussion followed. Council Member Ryan moved to adopt the item as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth, and Council Members Briggs, Davis, Ryan, and Meltzer NAYS (1): Council Member Armintor F. ID 19-2729 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 Jagoe-Public Company, for the construction of the McKinney Street Phase II project for the City of Denton with geographical limits as follows: From Loop 288 east to South Fork Road from 2 lanes to 4 lanes with continuous center turn lane; providing for the expenditure of funds therefor; and providing an effective date (IFB 7154 - awarded to Jagoe-Public Company, in the not -to -exceed amount of $10,471,821.75). ASSIGNED ORDINANCE NO. 19-2729 The item was presented and discussion followed. Council Member Ryan moved to adopt the item as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth, and Council Members Briggs, Davis, Ryan, and Meltzer NAYS (1): Council Member Armintor The meeting was recessed for a short break at 7:48 p.m. and reconvened at 7:56 p.m. 7. PUBLIC HEARINGS A. DCA19-0015a Hold a public hearing and consider adoption of an Ordinance of the City of Denton amending Section 1.7.8, Rezonings with Overlay Conditions Under Prior Regulations, of the Denton Development Code; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; and providing for severability and an effective date. The Planning and Zoning Commission recommends approval 6-0. (DCA19-0015a, Rezonings with Overlay Conditions, Ron Menguita) ASSIGNED ORDINANCE NO. DCA19-0015a City of Denton City Council Minutes November 19, 2019 Page 11 The item was presented and discussion followed. The public hearing was opened; and with no speakers coming forward, the public hearing was closed. Council Member Meltzer moved to adopt the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth, and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None B. DCA19-0014a Hold a public hearing and consider adoption of an ordinance of the City of Denton amending Section 1.3.4, Conflicts with Other Ordinances and Criteria Manuals, and establishing Section 2.11, Development Criteria Manual Procedure; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, and providing for severability and an effective date. The Planning and Zoning Commission recommends approval 6-0. (DCA 19-0014a, Development Criteria Manual Procedure, Ron Menguita) ASSIGNED ORDINANCE NO. DCA19-0014a The item was presented and discussion followed. The public hearing was opened; and with no speakers coming forward, the public hearing was closed. Council Member Briggs moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth, and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None C. DCA19-0009c Hold a public hearing and consider adoption of an ordinance of the City of Denton amending Subchapters 1, 6, and 8 of the Denton Development Code, relating to applicability, gas well drilling and production reverse setbacks, definitions, and procedures; providing a cumulative clause; providing a severability clause; providing for a penalty; and providing an effective date. (DCA 19-0009c, Gas Wells, Hayley Zagurski) ASSIGNED ORDINANCE NO. DCA19-0009c The item was presented and discussion followed. The public hearing was opened and the following spoke on the item: City of Denton City Council Minutes November 19, 2019 Page 12 • Catherine Lustgarten, 11809 Southerland Drive - in opposition to the item • Marnete Neale, 731 Hillcrest - in support of the item • Sharon Spiess, 7501 Stallion Street - in opposition to the item • Jim Moffitt, 505 Oakbrook Drive, Lewisville - in opposition to the item • Carol Soph, 1620 Victoria - in opposition to the item • Ben Huttash, 925 Sierra Drive - in opposition to the item The meeting was recessed for a short break at 9:20 p.m. and reconvened at 9:27 p.m. The public hearing continued with the following speaking on the item: • Matthew Fry, 1600 Highland Park Road - in opposition to the item • Currie Hawkins, 7204 Ragan Place, The Colony - in opposition to the item • Jodi Ismert, 819 Anna Street - in opposition to the item • Larry Beck, 2301 Paxton Way - in opposition to the item • Rhonda Love, 1921 Hollyhill Lane - in opposition to the item • Ed Soph, 1620 Victoria Drive - in opposition to the item • Brian Beck, 124 Mill Pond - in opposition to the item • Mat Pruneda, 1225 Tulane Drive - in support of the item The following asked to have their name read into the record and their position noted as shown: • Karen DeVinney, 1820 W. Oak - in opposition to the item • Jack Thomson, 1401 Amhurst Drive - in opposition to the item • Frances Punch, 2002 Wisteria Street - in opposition to the item • Daniel Garza, 300 Northridge Street - in opposition to the item • Hatice I. Salih, 300 Northridge Street - in opposition to the item • Gretchen Niendorff, 2020 Mistywood Lane - in opposition to the item • Janice Bigby, 1105 Sandpiper Drive - in opposition to the item • Diana Leggett, 1019 Aileen Street - in opposition to the item • David Martin, 3111 Darby Lane - in opposition to the item • Karen McDaniels, 9605 Pinewood Drive - in opposition to the item • Herbert Holl, 2419 Kayewood Drive - in opposition to the item • Lee Anne Todd, 3316 Roselawn Drive - in opposition to the item • Fran Witte, 3111 Darby Lane - in opposition to the item • Michelle Lynn, 1401 Egan - in opposition to the item • Oscar Ventura, 4717 Rhone Drive, Argyle - in support of the item • Leslie Burkett, 2601 Loon Lake Road - in opposition to the item With no other speakers coming forward, the public hearing was closed. City of Denton City Council Minutes November 19, 2019 Page 13 Council Member Armintor moved to postpone to a date certain, that being until the upcoming December 3rd Work Session was held on additional gas well related issues. Motion seconded by Council Member Meltzer. Motion failed. AYES (2): Council Members Briggs and Armintor NAYS (5): Mayor Watts, Mayor Pro Tem Hudspeth, and Council Members Davis, Ryan, and Meltzer The meeting was recessed for a short break at 10:19 a.m. to allow staff to find and display a slide from a previous agenda item that related to the item and reconvened at 10:24 p.m. Discussion continued. Council Member Davis moved to approve the item as presented under Option 2, as follows: • Subchapter 1: General Standards Nonconformities o Option A2: allow nonconforming structures to go to ZBA to rebuild • Subchapter 6: Gas Wells Reverse Setbacks: o Increase Reverse to 500' and add Minimum Reverse at 250' o Add/revise definitions for Reverse and Minimum Reverse o Clarify measurements for parks • Subchapter 6: Gas Wells Variance/Relief Procedures o Standards ZBA (hardship) process to 250' with criteria o Administrative relief to 375' with criteria • Subchapter 8: Subdivisions Cluster Subdivision procedures & applicability o Revise procedure and applicability to allow use for Administrative Relief process without PD rezoning and minimum acreage requirements Motion seconded by Council Member Briggs. Council Member Meltzer moved a substitute motion to adopt the item as presented under Option 2 and amend the setback to 1500'. Motion seconded by Council Member Armintor. Motion failed. AYES (3): Council Members Briggs, Armintor, and Meltzer NAYS (4): Mayor Watts, Mayor Pro Tem Hudspeth, and Council Members Davis and Ryan Council Member Armintor moved a substitute motion to amend the item to include capping of wells. The motion failed due to lack of a second. Following discussion, Mayor Watts called the vote on Council Member Davis' original motion, seconded by Council Member Briggs, to approve the item as presented under Option 2 as follows: City of Denton City Council Minutes November 19, 2019 Page 14 • Subchapter 1: General Standards Nonconformities o Option A2: allow nonconforming structures to go to ZBA to rebuild • Subchapter 6: Gas Wells Reverse Setbacks: o Increase Reverse to 500' and add Minimum Reverse at 250' o Add/revise definitions for Reverse and Minimum Reverse o Clarify measurements for parks • Subchapter 6: Gas Wells Variance/Relief Procedures o Standards ZBA (hardship) process to 250' with criteria o Administrative relief to 375' with criteria • Subchapter 8: Subdivisions Cluster Subdivision procedures & applicability o Revise procedure and applicability to allow use for Administrative Relief process without PD rezoning and minimum acreage requirements Motion carried. AYES (5): Mayor Watts and Council Members Briggs, Davis, Ryan, and Meltzer NAYS (2): Mayor Pro Tem Hudspeth and Council Member Armintor 8. CONCLUDING ITEMS Council Members expressed items of interest, congratulatory remarks and provided general announcements. Staff to provide responsive information to those requests for information as part of the Friday Report process. With no further business, the meeting was adjourned at 11:07 p.m. CHRIS WATTS ROSA RIOS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2878, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Burgess and Niple, Inc., amending the contract approved by City Council on June 19, 2018, in the not -to - exceed amount of $255,000; said first amendment to provide additional engineering services for the Morse Street Project; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-009 - providing for an additional first amendment expenditure amount not -to -exceed $88,000, with the total contract amount no -to -exceed $343,000). City of Denton Page 1 of 1 Printed on 12/6/2019 powered by LegistarTM City of Denton � City Hall 215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: December 10, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Burgess and Niple, Inc., amending the contract approved by City Council on June 19, 2018, in the not -to -exceed amount of $255,000; said first amendment to provide additional engineering services for the Morse Street Project; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-009 — providing for an additional first amendment expenditure amount not -to -exceed $88,000, with the total contract amount no -to -exceed $343,000). RFO INFORMATION BACKGROUND Original Scope Overview: The Morse Street project is a street improvement project that was a part of the 2014 General Bond Election funded capital projects. The overall limits of the project extend from Loop 288 to Mayhill Road. The original scope intended widening of Morse Street from two lanes to four lanes with a median along the section between Kimberly Drive and Mayhill Road and to conduct `maintenance overlay' on the section from Loop 288 to Kimberly Drive as it is already wide enough to accommodate a four -lane divided cross-section. Scope Amendment: The City of Denton selected Burgess and Niple, Inc. for developing the engineering design plans for the Morse Street project consistent with the original scope of work. In February 2019, the design consultant submitted the 60% design plans with survey exhibits for right-of-way acquisition of the formerly owned Sally Beauty Holdings property to the City for review and approval. In March 2019, Denton County purchased the property (formerly Sally Beauty) located along Morse Street (south side) between Kimberly Drive and Mayhill Road and wanted to maintain the current building footprint and parking lot configuration to use for county records management and as a space for its emergency services department. The original project scope (widen Morse Street to a four -lane divided facility) would result in the reduction of parking spaces and reconfiguration of the parking lot for the Denton County property. At the request of Denton County, the City agreed to conduct a traffic analysis and review options for a reduce cross-section along Morse Street. Based on a preliminary review, a reduced (three - lane) cross-section along Morse Street between Loop 288 and Mayhill Road would meet the intended project goals. As such, the project has changed which will require a change in engineering design. The amendment encompasses a three -lane configuration (two-way with continuous center turn lane) road redesign between Kimberly Drive and Mayhill Road within the existing right-of-way. Furthermore, a water line replacement and full -depth reconstruction are being proposed between Loop 288 and Kimberly Drive, rather than a "maintenance overlay" as stated in the original project scope. Bike lanes will be incorporated on both sides of the road between Loop 288 and Mayhill Road. Contract Amendment No.I is required for additional services to include but not limited to the following: 1. Roadway lane reduction evaluation: a. Traffic Counts b. Traffic Analysis c. Alternative Exhibits d. Traffic Report (Memo) 2. Preliminary Design Phase (resubmittal) a. Redesign of Morse Street between Loop 288 and Mayhill Road to remove and replace with new asphalt pavement. Subsurface Utility Engineering (SUE) efforts included. b. Morse Street redesign to taper down to proposed 3 -lane across Denton County business driveway. c. Dedicated right -turn lanes in the eastbound direction on Morse Street at Kimberly Drive and possibly at Mayhill Road intersections. The latter is subject to the traffic report outcome. d. Waterline design for replacement under Morse Street between Loop 288 and Kimberly Drive. e. Sidewalk design for reconstruction adjacent to Morse Street where possible, mid -block crossing, and applicable handicap ramps at intersections. f. Traffic signal study and possible adjustment at Loop 288 and Morse Street intersection due to "drop" of right turn lane west of Loop 288 including signage. Request for Qualifications for professional engineering services was solicited using the City's formal solicitation process. City Council approved a pre -qualified list of engineering firms on March 6, 2018 and June 5, 2018 (Ordinance 2018-331). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 6, 2018, and June 5, 2018, Council approved RFQ 6590 for a prequalified list of professional engineering firms (Ordinance 2018-331). On June 19, 2018, Council approved a Professional Engineering Services Agreement with Burgess and Niple, Inc. in the amount of $255,000 (Ordinance 18-943). RECOMMENDATION Award Amendment No. 1 with Burgess and Niple, Inc., for additional engineering services for the Morse Street Project, in the not -to -exceed amount of $88,000, for a total amended contract amount of $343,000. PRINCIPAL PLACE OF BUSINESS Burgess and Niple, Inc. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by the end of November 2019. FISCAL INFORMATION The roadway portion of this project will be funded from Capital Improvement Plan Engineering account 250022467.1360.21100 in the amount of $70,850.00. The remaining budget for this item 2,525,465.87. The water replacement portion for this project will be funded from the Water Department account 630349517.1360.21100 in the amount of 17,150.00. The remaining budget amount for this item is $81,950.00. Purchase Order #186323 will be revised in the amount of $88,000.00 to include the first amendment upon approval. The budgeted amount of this item is $343,000. F.XNTRiTC Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance and Contract Exhibit 3: Project Timeline Exhibit 4: Project Opinion of Probable Construction Cost (OPCC) Exhibit 5: Project Map Exhibit 6: Ordinance and Amendment 1 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Robin Davis at 940-349-7713. Legal point of contact: Mack Reinwand at 940-349-8333. ORDINANCE NO. 18-943 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH BURGESS & NIPLE, INC., FOR DESIGN SERVICES OF THE MORSE STREET LOOP 288 TO MAYHILL ROAD STREET IMPROVEMENT AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6590-009— PROFESSIONAL SERVICES AGREEMENT FOR DESIGN SERVICES AWARDED TO BURGESS & NIPLE, INC., IN THE NOT -TO -EXCEED AMOUNT OF $255,000). WHEREAS, on March 6, 2018, the City Council approved a pre -qualified engineer list (Ordinance 2018-331) and the professional services provider (the "Provider") mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair, and reasonable, and are consistent with, and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Burgess & Niple, Inc., to provide professional design services for the street improvement project, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFQ 6590-009 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The tnotaoap to apps oye t.lais ordi:raaaaee was naad'e ley._. � � .� .. ���u :...and seconded by Tae ordiaaaiwe was passed and aliproved by the following Aye Nay Abstain Absent Chris Watts, Mayor: u Gerard Hudspeth, District 1: . v Keely G. Briggs, District 2: — v Don Duff, District 3: V/ John Ryan, District 4: Dalton Gregory, At Large Place 5: V/ Paul Meltzer, At Large Place 6: v IIASSED AN 1) APPROV ED this (he.- day of 2018. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Po, IN 2 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: .......... ------------ DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB I CITY OF DENTON Docusign City Council Transmittal Coversheet RFQ 6590-009 File Name Morse street Design Purchasing Contact Jamie Cogdell City Council Target Date June 5, 2018 Contract Value 250,000 Piggy Back Option No Contract Expiration NSA Ordinance 18-943 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER FILE 6590-009 THIS AGREEMENT is made and entered into on 6/19/2018 , by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Burgess & Niple, Inc., with its corporate office at 5085 Reed Road, Columbus, OH 43220 hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 5, in connection with the Project. The Project shall include, without limitation, (describe the Project in the space below or in an attachment) SECTION 2 COMPENSATION The Owner shall compensate the Design Professional for personnel time, non -labor expenses, and subcontract expenses in performing services for an amount not to exceed $250,000. 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $250,000. 2.1.2 Progress payments for Basic Services shall be paid per the following breakdown for the total compensation for the Basic Services satisfactorily completed at the end of the following phases/tasks of the Project: Project Management $27,500 Conceptual Design $25,450 Preliminary Design $36,800 Final Design $31,650 Bid Phase $13,400 Construction Phase Services $36,300 ROW/Easement Services $13,800 Survey and SUE $26,250 Permitting $ 3,400 Water Design, Bidding & Const. Admin $24,350 Page 1 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab3937d43a12$E7725D1 A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Miscellaneous Design Services $11,100 TOTAL $250,000 2.2 REIMBURSABLE EXPENSES Non -labor reimbursable expenses shall be reimbursed as Direct Expenses at invoice plus a markup of ten (10) percent as defined in the General Conditions but not to exceed a total of $5,000 without the prior written approval of the Owner. SECTION 3 INVOICES Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro -forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. SECTION 4 Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: https://www.ethics.state.tx.us/whatsnew/elf info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing(a,cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Page 2 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab3937d43a12$E7725D1 A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB SECTION 5 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: Exhibit 1 - City of Denton General Conditions to Agreement for Architectural or Engineering Services. Exhibit 2 — Attachment A - The Design Professional's Proposal Exhibit 3 — House Bill 89 — Government Code 2270 Verification Form Exhibit 4 - Senate Bill 252 — Government Code 2252 Certification Form The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. This Agreement is signed by the parties hereto effective as of the date first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY UoeuSigned by: BY: �C tn.th (Q( n CSHFAFC1829946D._. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY DouuSigned by: BY: (As{v OF093MA6... CITY OF DENTON OocuSigned by: -t � �l al& BY: B77BC711BA0D454... TODD HILEMAN CITY MANAGER DESIGN FIRM. DceuSigned by: BY: I— N37AEECD5014DA... — Firm's Officer/Representative (Signature) 2018-353978 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER Page 3 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab3937d43a12$E7725D1 A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB EXHIBIT 1 CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional") or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services"). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care"). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without Page 4 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab3937d43a12$E7725D1 A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics Page 5 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab393 7d43a I 2$E7725D I A4D764D9E923 8E05 8DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to detemmine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owner's failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. Page 6 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab393 7d43a I 2$E7725D I A4D764D9E923 8E05 8DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked -up prints, drawings and other data famished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. Page 7 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab393 7d43a I 2$E7725D I A4D764D9E923 8E05 8DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 4.5 Where applicable, the Owner shall fiumish surveys describing physical characteristics, legal limitations and utility locations for the site ofthe Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shall famish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall famish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall famish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall famish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be famished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials famished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the fiumishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSE" AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. Page 8 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab3937d43a12$E7725D1 A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 hi the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. Page 9 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab3937d43a12$E7725D1 A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. Page 10 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab393 7d43a I 2$E7725D I A4D764D9E923 8E05 8DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. Page 11 C:\ProgramData\activePDF\Temp\DocConverter\API\Input\$ab3937d43al2$E7725D1 A4D764D9E9238E058DCB3490B.doc DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" SCODe of Services for Morse Street Expansion The scope set forth herein defines the work to be performed by Burgess & Niple, Inc., (ENGINEER) in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The Morse Street Expansion project limits are from Loop 288 to Mayhill Road. The project will provide uniform capacity for Morse Street throughout its length by removing the potential "pinch point" between Kimberly Drive and Mayhill Road. There is a possibility that right-of-way may be needed to remove this "pinch point". The existing Morse Street is an asphaltic two-lane road between Kimberly Drive and Mayhill Road. This section will be evaluated for possible milling and overlaying. The portion of Morse Street from Kimberly Drive to Loop 288 is built as a secondary arterial (four -lane divided). The south side is concrete pavement and the north side is asphalt. The concrete portion is in good condition and will not be changed by this project. The asphalt portion will be evaluated with this project to be considered for possible milling and overlaying. Along its length, Morse Street has an 8" water line, with a short amount of 6" water line at the east end. West of Kimberly Drive is an 8" sanitary sewer line and east of Kimberly Drive is an 18" sanitary sewer line. The water lines under Morse Street from Kimberly Drive to Mayhill Road will be replaced with this project. No sanitary sewer rehabilitation is included in this project. Overhead electrical may need to be relocated and is anticipated to be done by City forces. Evaluation of the existing street lighting from Loop 288 to Kimberly Drive is included in this project. Design of new street lighting from Kimberly Drive to Mayhill Road is also included in this project. ENGINEER will design the improvements, prepare construction documents for the purpose of taking bids one time and assist with construction administration of the project. WORK TO BE PERFORMED Task 1. Design Management Task 2. Conceptual Design Task 3. Preliminary Design Task 4. Final Design Task 5. Bid Phase Services Task 6. Construction Phase Services Task 7. ROW/Easement Services Task 8. Survey and Subsurface Utility Engineering Services Task 9. Permitting Task 10. Water Design, Bid Phase Services and Construction Phase Services Task 11. Miscellaneous Design Services TASK 1. DESIGN MANAGEMENT. ENGINEER will manage the work outlined in this scope to ensure efficient and effective use of ENGINEER's and CITY's time and resources. ENGINEER will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the CITY's Project Manager and others as necessary to make progress on the work. City of Denton, Texas Attachment A Page 1 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" ScoDe of Services for Morse Street Expansion 1.1. Managing the Team • Lead, manage and direct design team activities • Ensure quality control is practiced in performance of the work • Communicate internally among team members • Task and allocate team resources 1.2. Communications and Reporting • Attend a pre -design project kickoff/chartering meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and ensure economical and functional designs that meet CITY requirements • Conduct review meetings with the CITY at the end of each design phase • Prepare and submit monthly invoices and progress reports. • Prepare and submit baseline Project Schedule initially, and Project Schedule updates with a schedule narrative monthly. • Coordinate with other agencies and entities as necessary for the design of the proposed infrastructure, and provide and obtain information needed to prepare the design DELIVERABLES A. Meeting summaries with action items B. Monthly invoices C. Monthly progress reports D. Baseline design schedule TASK 2. CONCEPTUAL DESIGN (30 PERCENT). The Conceptual Design shall be submitted to CITY per the approved Project Schedule. The purpose of the conceptual design is for the ENGINEER to identify, develop, communicate through the defined deliverables, and recommend the design concept that successfully addresses the design problem, and to obtain the CITY's endorsement of this concept. ENGINEER will develop the conceptual design of the infrastructure as follows. 2.1. Data Collection In addition to data obtained from the CITY, ENGINEER will research and make efforts to obtain pertinent information to aid in coordination of the proposed improvements with any planned future improvements that may influence the project. ENGINEER will also identify and seek to obtain data for existing conditions that may impact the project including; utilities, agencies (TxDOT and railroads), City Master Plans, adjacent ongoing projects and property ownership as available from the Tax Assessor's office. City of Denton, Texas Attachment A Page 2 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" ScoDe of Services for Morse Street Expansion • The data collection efforts will also include conducting special coordination meetings with affected property owners and businesses as necessary to develop sewer re- routing plans. 2.2. Subsurface Utility Engineering • Provide Subsurface Utility Engineering (SUE) per Task 8. 2.3. The Conceptual Design Package shall include the following: • Preliminary cover and index of sheets including project limits, area location map and beginning and end station limits. • SUE Plan sheets sealed by a licensed professional engineer registered in the State of Texas. Traffic Control Plan: Develop a traffic control plan utilizing standard "typical" traffic re-route configurations. The typicals need not be sealed individually, if included in the sealed contract documents. Develop supplemental traffic control drawings as needed for review and approval by the CITY. Provide a written summary of the distinct phases to take place during construction operations to include road and/or lane closures, limited access to adjacent properties, and limited access to pedestrian and bicycle traffic. • Existing typical sections of the roadway to be constructed along with proposed typical sections which outline the proposed improvements. Typical sections shall include existing and proposed ROW, existing and proposed lane widths and direction arrows, existing and proposed curbs, sidewalks, and retaining walls. • Conceptual plan and profile sheets showing existing and proposed horizontal roadway alignments, existing and proposed ROW, existing and proposed sidewalks and driveways, proposed lane dimensions and lane arrows, existing drainage structures, city owned and franchise utilities, and existing roadway vertical alignments (profiles). • Drainage area map with supporting drainage computations in the CITY's standard tabular format. • Estimate of probable construction cost. ASSUMPTIONS • There will be up to three (3) business/property owner coordination meetings. • All storm water calculations and design shall conform to CITY Drainage Criteria Manual. • Four 4 sets of 11"x17"(half-size) plans will be delivered for the 30% design. • No supplemental Traffic Control drawings will be needed. • ENGINEER shall not proceed with Preliminary Design activities without written approval by the CITY of the Conceptual Design Package. City of Denton, Texas Attachment A Page 3 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" Scope of Services for Morse Street Expansion DELIVERABLES A. Conceptual Design Package B. Traffic Count Data C. SUE Plan sheets TASK 3. PRELIMINARY DESIGN (60 PERCENT). Preliminary plans and specifications shall be submitted to CITY per the approved Project Schedule. ENGINEER will develop the preliminary design of the infrastructure as follows. 3.1. Development of Preliminary Design Drawings and Specifications shall include the following: • Traffic Control Plan updated to reflect any changes as a result of the conceptual design submittal while also including all construction signage and pavement markings which will be in accordance with the latest edition of the Texas Manual on Uniform Traffic Control Devices. A Project Control Sheet, showing all Control Points, used or set while gathering data. Generally on a scale of not less than 1:400. The following information shall be indicated for each Control Point: Identified (existing City Monument #8901, PK Nail, 5/8" Iron Rod); X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on City Datum only; descriptive location (i.e. set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). • SUE plan drawings. • Demo plan • Updated existing and proposed typical section sheets. • Updated roadway plan and profile sheets displaying station and coordinate data for all horizontal alignment P.C.'s, P.T.'s, P.l.'s; station and elevation data of all vertical profile P.C.'s, P.T.'s, P.I.'s, low points, and high points; lengths of vertical curves, grades, K values, e, and vertical clearances where required. • No less than two bench marks plan/profile sheet. • Bearings given on all proposed centerlines, or baselines. • Station equations relating utilities to paving, when appropriate. • Overall project easement layout sheet(s). • Intersection layout sheets including ROW lines, horizontal alignments, utilities, curbs, sidewalks, driveways, lane dimensions and arrows, and existing and proposed contours (0.25' intervals) • Preliminary roadway details to include curbs, curb expansion joints, driveways, sidewalks, and pavement details. City of Denton, Texas Attachment A Page 4 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" Scope of Services for Morse Street Expansion ENGINEER will delineate the watershed based on contour data and field verification and document existing street, right-of-way and storm drain capacities for the subject site. A drainage area map will be drawn at maximum 1" = 200' scale from available 2 -foot contour data with the contours labeled. Data source and year will be provided by the CITY. Calculations regarding street and right-of-way capacities and design discharges (5 -year and 100 -year frequencies) at selected critical locations will be provided. Other frequencies as required by CITY Drainage Criteria Manual may be appropriate for outfalls and sensitive locations. Capacities of existing storm drain will be calculated and shown. All calculations shall conform to CITY criteria. All locations in the project area where 100 -year runoff exceeds available storm drain and right-of- way capacities shall be clearly identified. The ENGINEER's responsibility includes recommendations for improvements of the existing system as deemed reasonable and consistent with CITY standards. • Storm drain layout sheets showing location and size of all inlets, manholes, junction boxes, culverts and piping to include storm drain profiles showing existing and proposed flow lines, flows, lengths and slopes of pipe, top of ground profile over pipe and connections to existing or proposed storm sewer systems. • The lighting design will be prepared in accordance with the following standards: • Illuminating Engineering Society Manual RP -8 "Roadway Lighting"; • AASHTO Roadway Lighting Design Guide; • City of Denton Transportation Design Criteria Manual; • Denton Municipal Electric Standards; • TXDOT Highway Illumination Manual. • The photometric analysis will be performed with Lighting Analysts AGi32 latest version. • The photometric calculation method will be based on illuminance method measured in footcandles. • Field review of the existing lighting along Morse Street between Loop 288 and Mayhill Road will include photometric measurements at up to five (5) locations. • Preliminary signing, pavement marking and illumination will be shown on the plans. 3.2. Geotechnical Investigation/Pavement Design Soil investigations, including field and laboratory tests, borings, related engineering analysis and recommendations for determining soil conditions will be made. In addition to the above investigations, borings and appropriate field and laboratory analysis will be made at reasonable intervals along the project alignment for the Contractor's use in determining soil conditions for preparing bids and a Trench Safety Plan. • The ENGINEER shall prepare a detailed geotechnical engineering study and asphalt pavement design. The study shall include recommendations regarding utility trenching and identify existing groundwater elevation at each boring. City of Denton, Texas Attachment A Page 5 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" Scope of Services for Morse Street Expansion 3.3. Constructability Review • Prior to the 60 percent review meeting with the CITY, the ENGINEER shall schedule and attend a project site visit with the CITY Project Manager and Construction personnel to walk the project. The ENGINEER shall summarize the CITY's comments from the field visit and submit this information to the CITY in writing. 3.4. Utility Clearance • The ENGINEER will consult with the CITY's Public Works Department, Water Department, and other CITY departments, public utilities, private utilities, private utilities and government agencies to determine the approximate location of above and underground utilities, and other facilities (current and future) that have an impact or influence on the project. ENGINEER will design CITY facilities to avoid or minimize conflicts with existing utilities, and where known and possible consider potential future utilities in designs. ASSUMPTIONS • Up to four (4) test bores along Morse Street will be taken for the geotechnical investigation. • All storm water calculations and design shall conform to the current CITY drainage criteria manual. • Design of new street lighting from Kimberly Drive to Mayhill Road is included. • City of Denton will provide the following for the lighting design: • Any design theme standards; • Any as-builts for existing lighting; • Pole type, pole height, mast arm type, mast arm length, luminaire type, luminaire wattage, service locations, system voltage. • No electrical design pertaining to wire sizing, voltage drops, ampacity, service loads will be performed. • Ambient light shall not be considered in the photometric analysis. • Four 4 sets of 11"x17" (half-size) plans will be delivered for the 60% design. • One (1) set of specifications will be delivered for the 60% design. • The CITY's front end and technical specifications will be used. The ENGINEER shall supplement the technical specifications if needed. • ENGINEER shall not proceed with Final Design activities without written approval by the CITY of the Preliminary Design plans. DELIVERABLES A. Preliminary Design drawings and specifications B. Geotechnical Report City of Denton, Texas Attachment A Page 6 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" ScoDe of Services for Morse Street Expansion C. Estimate of probable construction cost TASK 4. FINAL DESIGN (90 PERCENT) AND FINAL CONSTRUCTION DOCUMENTS (100 PERCENT). • Upon approval of the Preliminary plans, ENGINEER will prepare construction plans as follows: • Final draft construction plans (90%) and specifications shall be submitted to CITY per the approved Project Schedule. • Following a 90% construction plan review meeting with the CITY, the ENGINEER shall submit Final Plans (100%) to the CITY per the approved Project Schedule. Each plan sheet shall be stamped, dated, and signed by the ENGINEER registered in State of Texas. • The ENGINEER shall submit a final design estimate of probable construction cost with both the 90% and 100% design packages. ASSUMPTIONS • Four 4 sets of 11"x17" (half-size) drawings and One (1) specifications will be delivered for the 90% Design package. • Two 2 sets of full-size drawings and One (1) specifications will be delivered for the 100% Design package. DELIVERABLES A. 90% construction plans and specifications. B. 100% construction plans and specifications. C. Detailed estimate of probable construction costs including summaries of bid items and quantities. D. Original cover mylar for the signatures of authorized CITY officials. TASK 5. BID PHASE SERVICES. ENGINEER will support the bid phase of the project as follows. 5.1. Bid Support • The ENGINEER will develop and implement procedures for receiving and answering bidders' questions and requests for additional information. The procedures shall include a log of all significant bidders questions and requests and the response thereto. The log shall be housed and maintained electronically. The ENGINEER will provide technical interpretation of the contract bid documents and will prepare proposed responses to all bidders questions and requests, in the form of addenda. The ENGINEER shall upload all approved addenda for all plan holders. • Attend the pre-bid conference in support of the CITY. City of Denton, Texas Attachment A Page 7 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" ScoDe of Services for Morse Street Expansion • Assist the CITY in determining the qualifications and acceptability of prospective contractors, subcontractors, and suppliers. • When substitution prior to award of contracts is allowed in the contract documents, the ENGINEER will advise the CITY as to the acceptability of alternate materials and equipment proposed by bidders. • Attend the bid opening in support of the CITY. •Incorporate all addenda into the contract documents and issue conformed sets. 5.2 Final Design Drawings • Final Design Drawings shall be submitted as an Adobe Acrobat PDF format (version 6.0 or higher) file. The PDF file shall be created from the original CAD drawing files and shall contain all associated sheets of the plan set. ASSUMPTIONS • The project will be bid only once and awarded to one contractor. • No sets of construction documents will be printed and made available for purchase by planholders and/or given to plan viewing rooms. • Six 6 sets of full-size plans and specifications (conformed, if applicable) will be delivered to the CITY. • City Purchasing Department will tabulate and review all bids received for the construction project. Engineer will assist the CITY in evaluating bids and recommend award of the contract. • PDF file will be given to the CITY. DELIVERABLES A. Addenda B. Bid tabulations C. Recommendation of award D. Construction documents (conformed, if applicable) TASK 6. CONSTRUCTION PHASE SERVICES. ENGINEER will support the construction phase of the project as follows. 6.1 Construction Support • The ENGINEER shall attend the preconstruction conference. • After the pre -construction conference, the ENGINEER shall provide project exhibits and attend public meeting to help explain the proposed project to residents. The CITY shall select a suitable location and mail the invitation letters to the affected customers. City of Denton, Texas Attachment A Page 8 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" Scope of Services for Morse Street Expansion • The ENGINEER shall visit the project site twice per month as construction proceeds to observe and report on progress. The ENGINEER shall review shop drawings, samples and other submittals submitted by the contractor for general conformance with the design concepts and general compliance with the requirements of the contract for construction. Such review shall not relieve the Contractor from its responsibility for performance in accordance with the contract for construction, nor is such review a guarantee that the work covered by the shop drawings, samples and submittals is free of errors, inconsistencies or omissions. The ENGINEER shall log and track all shop drawings, samples and other submittals electronically. • As requested by the CITY, the ENGINEER shall provide necessary interpretations and clarifications of contract documents, review change orders, and make recommendations as to the acceptability of the work. • The ENGINEER shall attend the "Final" project walk through and assist with preparation of final punch list. 6.2 Record Drawings • The ENGINEER shall prepare record drawings from information provided by the CITY depicting any changes made to the Final Drawings during construction. The following information shall be provided by the CITY: o As -Built Survey o Red -Line Markups from the Contractor o Red -Line Markups from City Inspector o Copies of Approved Change Orders o Approved Substitutions The ENGINEER shall modify the Final Drawings electronically and shall place a stamp on the plans indicating that they represent Record Drawings of the project as constructed. The stamp shall be signed and dated by the ENGINEER and shall be placed on each plan sheet, whether there are any revisions on the sheet or not. Each sheet shall clearly indicate all changes which apply to that sheet by clouding and numbering, or other suitable means. • The ENGINEER shall submit one (1) bond set of Record Drawings to the City. • Record Drawings shall also be submitted as an Adobe Acrobat PDF format (version 6.0 or higher) file. ASSUMPTIONS • Eighteen site visits are assumed. • Twenty (20) submittal reviews are assumed. • Ten (10) RFI's are assumed. City of Denton, Texas Attachment A Page 9 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" Scope of Services for Morse Street Expansion • Four (4) Change Orders are assumed. • One copy of full size (22"x34") Record Drawing plans will be delivered to the CITY. • One PDF copy of the Record Drawing plans will be delivered to the CITY. DELIVERABLES A. Public meeting exhibits B. Response to Contractor's Request for Information C. Review of Change Orders D. Review of shop drawings E. Final Punch List items E. Record Drawings TASK 7. ROW/EASEMENT SERVICES. ENGINEER will support and perform activities related to ROW and land as outlined below, per scoping direction and guidance from the CITY's Project Manager. 7.1. Right -of -Way Research • The ENGINEER shall determine rights-of-way, easements needs for construction of the project. Required temporary and permanent easements will be identified based on available information and recommendations will be made for approval by the CITY. 7.2. Right-of-Way/Easement Preparation and Submittal. • The ENGINEER shall prepare documents to be used to obtain right-of-way and permanent and/or temporary easements required to construct the improvements. • The documentation shall be provided in conformance with CITY standards. 7.3. Temporary Right of Entry Preparation and Submittal • Prior to construction, the ENGINEER shall prepare, mail and obtain Temporary Right of Entries from landowners. It is assumed that letters will only be required for land owners adjacent to temporary construction easements or who are directly affected by the project and no easement is required to enter their property. • The documentation shall be provided in conformance with CITY standards. ASSUMPTIONS • Up to two 2 permanent and/or temporary easements may be required. • One 1 right-of-way dedication will be required. • One 1 temporary right of entry will be required. City of Denton, Texas Attachment A Page 10 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" Scope of Services for Morse Street Expansion Right -of -Way research includes review of property/right-of-way records based on current internet based Denton Central Appraisal District (DCAD) information available at the start of the project and available on -ground property information (i.e. iron rods, fences, stakes, etc.). It does not include effort for chain of title research, parent track research, additional research for easements not included in the DCAD, right-of-way takings, easement vacations and abandonments, right-of-way vacations, and street closures. DELIVERABLES A. Right -of -Way exhibits, easement exhibits and metes and bounds provided on CITY forms. B. Temporary Right of Entry Letters TASK 8. SURVEY AND SUBSURFACE UTILITY ENGINEERING SERVICES. ENGINEER will provide survey support as follows. 8.1. Design Survey ENGINEER will perform field surveys to collect horizontal and vertical elevations and other information needed by ENGINEER in design and preparation of plans for the project. Information gathered during the survey shall include topographic data, elevations of all sanitary and adjacent storm sewers, rim/invert elevations, location of buried utilities, structures, trees (measure caliper, identify overall canopy and species of trees), and other features relevant to the final plan sheets. Existing drainage at intersections will be verified by field surveys. Spot elevations will be shown on intersection layouts with cross slope to fit intersecting grade lines. • The minimum survey information to be provided on the plans shall include the following: - A Project Control Sheet, showing ALL Control Points, used or set while gathering data. Generally on a scale of not less than 1:400: - The following information about each Control Point; a. Identified (Existing. CITY Monument #8901, PK Nail, 5/8" Iron Rod) b. X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on CITY Datum only. c. Descriptive Location (Ex. Set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). 8.2. Temporary Right of Entry Preparation and Submittal • Prior to entering property for the purposes of field survey and data collection, the ENGINEER shall prepare letters for Temporary Right of Entry for property owners and provide them to the surveyor for distribution. The CITY shall gain access permission to properties where access is denied. City of Denton, Texas Attachment A Page 11 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" Scope of Services for Morse Street Expansion 8.3. Subsurface Utility Engineering Provide Subsurface Utility Engineering (SUE) to Quality Level B and A, as described below. The SUE shall be performed in accordance with CI/ASCE 38-02. Quality Level D • Conduct appropriate investigations (e.g., owner records, County/CITY records, personal interviews, visual inspections, etc.), to help identify utility owners that may have facilities within the project limits or that may be affected by the project. • Collect applicable records (e.g., utility owner base maps, "as built" or record drawings, permit records, field notes, geographic information system data, oral histories, etc.) on the existence and approximate location of existing involved utilities. • Review records for: evidence or indication of additional available records; duplicate or conflicting information; need for clarification. • Develop SUE plan sheets and transfer information on all involved utilities to appropriate design plan sheets, electronic files, and/or other documents as required. Exercise professional judgment to resolve conflicting information. For information depicted, indicate: utility type and ownership; date of depiction; quality level(s); end points of any utility data; line status (e.g., active, abandoned, out of service); line size and condition; number of jointly buried cables; and encasement. Quality Level C (includes tasks as described for Quality Level D) • Identify surface features, from project topographic data and from field observations, that are surface appurtenances of subsurface utilities. • Include survey and correlation of aerial or ground -mounted utility facilities in Quality Level C tasks. • Survey surface features of subsurface utility facilities or systems, if such features have not already been surveyed by a professional surveyor. If previously surveyed, check survey data for accuracy and completeness. • The survey shall also include (in addition to subsurface utility features visible at the ground surface): determination of invert elevations of any manholes and vaults; sketches showing interior dimensions and line connections of such manholes and vaults; any surface markings denoting subsurface utilities, furnished by utility owners for design purposes. • Exercise professional judgment to correlate data from different sources, and to resolve conflicting information. • Update (or prepare) plan sheets, electronic files, and/or other documents to reflect the integration of Quality Level D and Quality Level C information. • Recommend follow-up investigations (e.g., additional surveys, consultation with utility owners, etc.) as may be needed to further resolve discrepancies. • Provide Quality Level C to identify overhead utilities on the project and provide the overhead utility information on the SUE plan sheets. Level B (includes tasks as described for Quality Level C) • Select and apply appropriate surface geophysical method(s) to search for and detect subsurface utilities within the project limits, and/or to trace a particular utility line or system. City of Denton, Texas Attachment A Page 12 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" Scope of Services for Morse Street Expansion • Based on an interpretation of data, mark the indications of utilities on the ground surface for subsequent survey. Utilize paint or other method acceptable for marking of lines. • Unless otherwise directed, mark centerline of single -conduit lines, and outside edges of multi -conduit systems. • Resolve differences between designated utilities and utility records and surveyed appurtenances. • Recommend additional measures to resolve differences if they still exist. Recommendations may include additional or different surface geophysical methods, exploratory excavation, or upgrade to Quality Level A data. • As an alternative to the physical marking of lines, the ENGINEER may, with CITY's approval, utilize other means of data collection, storage, retrieval, and reduction, that enables the correlation of surface geophysical data to the project's survey control. Level A • Expose and locate utilities at specific locations. • Tie horizontal and vertical location of utility to survey control. • Provide utility size and configuration. • Provide paving thickness and type, where applicable. • Provide general soil type and site conditions and such other pertinent information as is reasonably ascertainable from each test hole site. ASSUMPTIONS • Utilities within the project limits will have SUE provided to Level B. • Up to Five (5) utility locations will have SUE provided to Level A. • The CITY will assist as needed to obtain Right of Entry (ROE) from necessary property owners. • No construction survey / staking will be provided by the Engineer. DELIVERABLES A. Copies of field survey data and notes signed and sealed by a licensed surveyor. B. Drawing of the project layout with dimensions and coordinate list. C. SUE plan drawings sealed by a professional engineer registered in the State of Texas. TASK 9. PERMITTING. ENGINEER will provide permitting support for the CITY to obtain permits normally required for a project of this size and type, as follows. 9.1. Storm Water Pollution Prevention Plan • The Contractor will be responsible for preparing and submitting the Storm Water Pollution Prevention Plan (SWPPP) with appropriate regulatory agencies. The City of Denton, Texas Attachment A Page 13 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" ScoDe of Services for Morse Street Expansion Engineer will prepare an Erosion and Sedimentation Control Plan, which will be incorporated into the SWPPP by the contractor. 9.2. TDLR Accessibility Review and Inspection In accordance with the Texas Department of Licensing and Regulation (TDLR), the plans for the new sidewalk along Morse Street need to be reviewed by a registered accessibility specialist. ENGINEER shall provide a registered accessibility specialist to review the plans and to later inspect the work after it is constructed. Included in this scope are the state project file set-up, conducting the review/inspection, travel expenses, report writing including returning comments and report with photos, follow- up consultation, prepare and send/return file to TDLR and filing fees. ASSUMPTIONS • No meetings are assumed for the SWPPP. DELIVERABLES A. Erosion and Sedimentation Control Plan B. Accessibility inspection report TASK 10. WATER DESIGN, BID PHASE SERVICES AND CONSTRUCTION PHASE SERVICES ENGINEER will provide professional services for design, bid phase and construction phase services of the water utility as a separate task. ASSUMPTIONS • Effort will be tracked and invoiced separately for the water utility using the scope of work definitions from Tasks 1-9, above. DELIVERABLES A. Monthly invoices will indicate the effort for the water utility separately from the other effort. TASK 11. MISCELLANEOUS DESIGN SERVICES If requested, ENGINEER will provide Miscellaneous Design Services to the CITY. ASSUMPTIONS • Design services will be authorized by the CITY as needed. ADDITIONAL SERVICES NOT INCLUDED IN THE EXISTING SCOPE OF SERVICES CITY and ENGINEER agree that the following services are beyond the Scope of Services described in the tasks above. However, ENGINEER can provide these services, if needed, upon the CITY's written request. Any additional amounts paid to the ENGINEER as a result of any material change to the Scope of the Project shall be agreed upon in writing by both parties before the services are performed. These additional services include the following: City of Denton, Texas Attachment A Page 14 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT "A" Scope of Services for Morse Street Expansion • Negotiation of easements or property acquisition. • Revisions to easement or right-of-way documents as a result of negotiations or project changes after prior CITY direction • Services related to development of the CITY's project financing and/or budget. • Services related to disputes over pre -qualification, bid protests, bid rejection and re- bidding of the contract for construction. • Construction management and inspection services • Performance of materials testing or specialty testing services. • Services necessary due to the default of the Contractor. • Services related to damages caused by fire, flood, earthquake or other acts of God. • Services related to warranty claims, enforcement and inspection after final completion. • Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. • Performance of miscellaneous and supplemental services related to the project as requested by the CITY. • Stormwater Pollution Prevention Plan (SWPPP) permitting • Environmental Services • Presence / absence surveys for federally listed threatened/endangered species • Floodplain Services, i.e., CLOMR/LOMR and/or floodplain permit • Meetings with or permitting through USACE • Texas Department of Transportation (TxDOT) Permit • Railroad Permit • Additional field investigations or analysis required to respond to public or regulatory agency comments. • Field survey or analysis required for cultural resources investigations. • Expert representation at legal proceedings or at contested hearings. • Monitoring for compliance with permit conditions. • Phase I or Phase II Environmental Site Assessment. City of Denton, Texas Attachment A Page 15 of 15 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT B COMPENSATION Professional Services for Morse Street Expansion Compensation A. The ENGINEER shall be compensated for personnel time, non -labor expenses, and subcontract expenses in performing services for an amount not to exceed $250,000.00, unless amended. Effort shall be invoiced on an Hourly basis. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the ENGINEER's team member performing the work. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. Labor Category Rate ($/Hour unless shown otherwise Burgess & Ni le: Project Director $275.00 Senior Project Manager $229.00 Project En ineer II $202.00 Project Engineer 1 $170.00 Design Engineer II $146.00 Design Engineer 1 $135.00 Senior Designer $161.00 Senior Traffic Engineer $240.00 Senior Roadway Engineer $193.00 Roadway Engineer II $147.00 Roadway Engineer 1 $117.00 Graduate Engineer $113.00 Administrative Support $97.00 Sub -Consultants: Surveyor: Spooner & Associates 2 -man Survey Crew $150.00 3 -man Survey Crew $180.00 Laser Scanning Crew $165.00 Daily Mobilization $75.00 RPLS $150.00 Project Manager/ Survey Supervisor $120.00 SIT Survey Technician $120.00 CAD Technician $95.00 Research $70.00 Admin $70.00 SUE: The Rios Group QL "B": SUE Manager $100.00 QL "B": Truck/Equipment $25.00 City of Denton, Texas Attachment B Page 1 of 4 B-1 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT B COMPENSATION Labor Category Rate ($/Hour unless shown otherwise QL "B": Paint/Flags $40.00/da QL "B": Project Manager $160.00 QL "B": Project Engineer $145.00 QL "B": CADD Tech $85.00 QL "B": Administration $65.00 QL "B": Records Research $65.00 QL "A" Test Holes 0-4' Depth no pvmt $950.00/each QL "A" Test Holes 4-8' Depth no pvmt $1,250.00/each QL "A" Test Holes 8-12' Depth no pvmt $1,550.00/each QL "A" Test Holes 12-18' Depth no pvmt $2,300.00/each QL "A" Test Holes 0-4' Depth in pvmt $1,150.00/each QL "A" Test Holes 4-8' Depth in pvmt $1,450.00/each QL "A" Test Holes 8-12' Depth in pvmt $1,750.00/each QL "A" Test Holes 12-18' Depth in pvmt $2,500.00/each SUE Survey: 2 Person Survey Crew $150.00 SUE Survey: RPLS/Task Leader $120.00 Geotechnical: Alpha Testing Study and Report for Morse Street Improvements $4,000.00/lump sum Drilling through concrete, if present below the asphalt - additional fee $85.00/hole Principal Engineer (P.E.) or Geologist C.P.G. $275.00 Senior Project Engineer (P.E.) or Geologist $200.00 Project Engineer P.E. $175.00 Staff Engineer or Staff Geologist $130.00 Expert Consulting and Testimony, Principal $300.00 TAS Review and Inspection: Abadi Prepare TDLR Filing $200.00/each Review Fee $350.00/each Inspection Fee $450.00/each Consultation Fee $150.00 City of Denton, Texas Attachment B Page 2 of 4 Non -Labor Expenses. Non -labor expenses shall be reimbursed as Direct Expenses at invoice plus a markup of ten percent (10%). Direct Expenses (non -labor) include, but are not limited to, mileage, travel and lodging expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. B-2 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB ATTACHMENT B COMPENSATION iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent (10%). iv. Budgets. ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. If ENGINEER projects, in the course of providing the necessary services, that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, ENGINEER's excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase. B. The ENGINEER shall be paid monthly payments as described in Section II - Method of Payment. II. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. C. Payment of invoices will be subject to certification by the City that such work has been performed. III. Progress Reports A. The ENGINEER shall prepare and submit monthly progress reports and schedules in the format required by the City. City of Denton, Texas Attachment B Page 3 of 4 i DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB City of Denton, Texas Attachment B Page 4 of 4 ATTACHMENT B COMPENSATION IV. Summary of fees Firm Primary Responsibility Fee Amount % Prime Consultant Burgess & Niple Civil Engineering $213,970 85.6% Proposed Sub -Consultants Spooner & Associates Topographic Survey and $18,430 7.4% Easements Alpha Testing Geotechnical Engineering $4,000 1.6% The Rios Group SUE $12,500 5.0% Abadi Accessibility TDLR Review and Inspection $1,100 0.4% TOTAL jz5o 000 100% City of Denton, Texas Attachment B Page 4 of 4 as Z L A a� cnLLI//°^�' {o w W = N0 O_•W � /Y� o A �Fa m U Ln Co CoW N Q LU M! L � ^W �� rL !T r m �E ■ C Co m� L rn � ZD W CD Co m� Q�UJ SZ _0 i w U) 3 U 0 R.i O N ID L N N O O W L O Ln V l W O Wm N Wm O O f� V O N W W L f� ID . O H O t0 t- O CO Ln O tT N r Cl! 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W F d U O_ LL co U (n a ❑ z N W N M W W 7 N W W W n W (O N n n M n W N M W W N d) d) 0 0 0 0 0 0 0 0 O O o O O C cd n eo of 0 0 0 0 0 v Eq o v cD n�11C, m 0 0 0 0 0 0 0 M O O O n 0 0 W 7 N M O W A A A M EA EA N N N EA EA EA N U i O tN U Z .R. U) O. 1 0 U 06 O C U)QC�<coF- 0 N R ID U F O N O N �- I 00 N E U 0 O W E O U -/0 V/ O U 4-: cn W L r4-0 � V c CD W r) 0 0 N 00 N N 0 N N c -I CD 0 N O M co CD 0 N M 00 O N O M N 00 0 N m 00 00 0 N Zo �-L V- DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB BURGESS & NIRLE OPINION OF PROBABLE Engineers ■ Planners CONSTRUCTION COST I�:zaux•�ra��,�.�:�����:�a�����_�,F��.�. PROJECT DESCRIPTION: 4 Lane Secondary Arterial from Kimberly to Mayhill Road OWNER: DATE: BY: CITY OF DENTON City of Denton, TX May 14, 2018 William D. Wendland, P.E. ITEM NO. DESCRIPTION OF UNIT UNIT I TOTAL QUANTITY UNIT PRICE COST PAVING AND DRAINAGE IMPROVEMENTS 1 Prepare/Restore ROW LS 1 $ 50,000.00 $ 50,000.00 2 Remove Existing 24" Storm Drain LF 100 $ 20.00 $ 2,000.00 3 Remove Existing Curb Inlet EA 3 $ 1,000.00 $ 3,000.00 4 Remove Existing Curb and Gutter LF 1,200 $ 5.00 $ 6,000.00 5 Remove Existing Concrete Flatwork SF 1,000 $ 2.50 $ 2,500.00 6 Remove Existing Concrete Parking Lot SF 37,800 $ 2.50 $ 94,500.00 7 Remove Existing Concrete ADA Rams EA 6 $ 500.00 $ 3,000.00 8 Remove Existing Trees EA 20 $ 500.00 $ 10,000.00 9 Relocate overhead electrical by City Forces LS 1 $ 50,000.00 $ 50,000.00 10 Street Lighting Improvements LS 1 $ 49,000.00 $ 49,000.00 11 42" Dia. ASTM C-76 CL. III RCP LF 300 $ 250.00 $ 75,000.00 12 36" Dia. ASTM C-76 CL. III RCP LF 300 $ 200.00 $ 60,000.00 13 24" Dia. ASTM C-76 CL. III RCP LF 300 $ 135.00 $ 40,500.00 14 5' S . Storm Drain Vault EA 3 $ 8,000.00 $ 24,000.00 15 42" Dia. Type B Headwall EA 1 $ 3,000.00 $ 3,000.00 16 10' Recessed Curb Inlet EA 7 $ 6,000.00 $ 42,000.00 17 Connect Proposed 24" RCP to Ex. 24" RCP EA 1 $ 1,000.00 $ 1,000.00 18 Trench Safety LF 900 $ 2.00 $ 1,800.00 19 Unclassified Excavation CY 4,467 $ 35.00 $ 156,345.00 20 Controlled Density Embankment CY 447 $ 15.00 $ 6,705.00 21 12" Thk. Lime Stabilized Sub rade SY 4,467 $ 15.00 $ 67,005.00 22 Lime for Stabilized Sub rade TONS 147 $ 200.00 $ 29,400.00 23 3" Thk. Type "C" HMAC SY 4,733 $ 21.00 $ 99,393.00 24 3" Thk. Type "B" HMAC SY 9,066 $ 21.00 $ 190,386.00 25 6" Curb and 18" Gutter LF 3,600 $ 28.00 $ 100,800.00 26 18" Wide Concrete Border 4" Thk. LF 2,400 $ 30.00 $ 72,000.00 27 4" Thk. Concrete Sidewalks SF 10,000 $ 8.00 $ 80,000.00 28 ADA Rams EA 8 $ 2,250.00 $ 18,000.00 29 12" x 12" Concrete Header LF 120 $ 20.00 $ 2,400.00 30 Pavement Marking Allowance(Roadway) LS 1 $ 50,000.00 $ 50,000.00 31 2" Thk. Type "B" HMAC Overlay SY 6,411 $ 15.00 $ 96,165.00 32 Edge Milling LF 4,100 $ 4.00 $ 16,400.00 33 Landscaping .incl. Solid Sodding in Parkways LS 1 $ 25,000.00 $ 25,000.00 34 Adjust Existing SSMH To Finished Street Grade EA 5 $ 1,500.00 $ 7,500.00 35 Trees EA 20 $ 500.00 $ 10,000.00 36 Traffic Control Plan and Implementation LS 1 $ 25,000.00 $ 25,000.00 37 Erosion Control LS 1 $ 7,500.00 $ 7,500.00 38 Project Signs EA 3 $ 1,000.00 $ 3,000.00 20% Contingency $ 317,000.00 SUBTOTAL PAVING AND DRAINAGE IMPROVEMENTS $ 1,897,299.00 H:\New Business\2018\Denton\Morse Street\TEN-Morse Street Expansion OPCC.xlsx 5/14/2018 4:18 PM DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB BURGESS & NIPLE OPINION OF PROBABLE Engineers ■ Planners CONSTRUCTION COST I�:zaux•�ra��,�.�:����r:�axi=►��a.���.�. PROJECT DESCRIPTION: 4 Lane Secondary Arterial from Kimberly to Mayhill Road OWNER: DATE: BY: 4OF CITY DENTON City of Denton, TX May 14, 2018 William D. Wendland, P.E. ITEM NO. DESCRIPTION OF UNIT UNIT I TOTAL QUANTITY UNIT PRICE COST WATERIMPROVEMENTS 101 Salva a Existing Fire Hydrant EA 3 $ 750.00 $ 2,250.00 102 Salvage Existing Gate Valve EA 5 $ 500.00 $ 2,500.00 103 8" Dia. DR -18 PVC Water Line LF 1,200 $ 80.00 $ 96,000.00 104 6" Dia. DR -18 PVC Water Line LF 400 $ 70.00 $ 28,000.00 105 Fire Hydrant Assy. EA 4 $ 5,000.00 $ 20,000.00 106 8" Gate Valve EA 5 $ 1,750.00 $ 8,750.00 107 6" Gate Valve EA 4 $ 1,500.00 $ 6,000.00 108 Ductile Iron Fittings for Water Line TONS 3 $ 7,500.00 $ 22,500.00 109 Connect to Existing Water Line EA 5 $ 2,500.00 $ 12,500.00 20% Contingency $ 40,000.00 SUBTOTAL WATER IMPROVEMENTS $ 238,500.00 TOTAL PAVING, DRAINAGE AND WATER $ 2,135,799.00 SURVEYING, S.U.E., GEOTECHNICAL & ENGINEERING (EXCLUDES MISCELLANEOUS DESIGN SRVS $ 238,900.00 GRAND TOTAL $ Ll -9-9-20-011 Note: This Engineer's Opinion of Probable Construction Cost is made based on the basis of the Engineer's experience and best judgment as a design professional. The Engineer has no control over the cost of labor material or services to be furnished by others. H:\New Business\2018\Denton\Morse Street\TEN-Morse Street Expansion OPCC.xlsx 5/14/2018 4:18 PM DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Geotechnical 5058 Brush Creek Road Tel: 817-496-5600 Q L IP H A #NJEST ING Construction Materials Fort Worth, Texas 76119 Fax: 817-496-5608 Environmental www.alphatesting.com TBPE Firm No. 813 WHERE IT ALL BEGINS May 4, 2018 Burgess & Niple - Fort Worth 3950 Fossil Creek Blvd., Suite 210 Fort Worth, TX 76137 Attention: Mr. William Wendland, PE Re: Proposal Geotechnical Exploration Morse Street Expansion and Overlay Morse Street, between Loop 288 and Mayhill Road Denton, Texas ALPHA Proposal No. 64388-revl ALPHA TESTING, INC. (hereinafter "ALPHA") is hereby pleased to submit to Burgess & Niple - Fort Worth (hereinafter "Client") the following proposal for a Geotechnical Exploration on the project referenced above. We understand ALPHA has been selected to perform professional services for this project based solely on our qualifications and that the client is currently negotiating work scope and fee exclusively with ALPHA at this time. Project Information We understand the project consists of adding additional lanes to the south side of Morse Street between Kimberly Road and Mayhill Road. The new lanes will be paved with asphalt concrete pavement. The existing portion of Morse Street between Loop 288 and Morse Street will be improved with a new asphalt overlay. In addition, a new parking lot may be constructed to the east of the existing building located on the southeast corner of Kimberly Drive and Morse Street. The purpose of the geotechnical study will be to provide information for use in design of typical pavement sections for the proposed lane additions and recommendations for the asphalt overlay of the existing pavement. If applicable, recommendations for new parking lot pavement will also be provided. Scope of Work This study will include the following evaluations: Subsurface soil, rock and groundwater conditions on the site to depths that would be significantly affected by foundations. Engineering characterization of the subsurface materials encountered. Typical pavement sections for the proposed expansion in accordance with City of Denton Transportation Criteria Manual. Typical pavement sections for the proposed parking lot. Recommendations regarding earthwork, including grading and excavation, backfilling and compaction, the treatment of in-place soils for the support of pavement and possible construction problems reasonably to be expected. As requested, we will explore the subsurface soil and/or rock conditions at the site by drilling test borings along Morse Street on a 500 ft interval. This equates to a minimum of four (4) test borings. As an option, a single boring can also be drilled in the proposed parking lot location, as requested. It is estimate the necessary information will be provided by drilling the test borings to a depth of 10 ft each. At the completion of drilling operations, boreholes will be backfilled and plugged with soil cuttings, and any pavement that is penetrated will be patched with similar material. Settlement of boreholes may occur over time. ALPHA shall not be responsible for any settlement of boreholes that may occur after initial backfilling. The number and depth of the test borings required to obtain the necessary field data may vary depending on the actual soil and/or rock conditions encountered. If unusual subsurface conditions are encountered and alternate field work is indicated, we will consult with the client prior to initiating any additional services. Please note, regardless of the number of borings performed subsurface conditions between borings may vary. The study will also include laboratory tests to evaluate the classification, gradation and certain physical characteristics of the subsurface soils. The specific types and quantities of tests will be determined based on soil/rock conditions encountered in the borings. Our laboratories are fully equipped with modern equipment for soil and rock testing and tests are performed by trained qualified technicians in compliance with the applicable specifications. Field exploration programs are conducted with drilling equipment operated by experienced and reliable drillers. All field and laboratory staff are supervised by professional DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB engineers. #It Results of the field exploration and laboratory tests will be utilized in the engineering analysis and the formulation of our recommendations. Results of our study, including the substantiating data and our recommendations, will be presented in a written report prepared by a Licensed Professional Engineer. Costs and Schedule Our fee for performance of the geotechnical study on the site described will be as noted below. We guarantee not to exceed this figure without your approval. Boring operations would commence within about nine (9) working days from your notification to proceed. The complete written report would be electronically sent to you within about ten (10) working days following completion of the boring operations. Geotechnical Fee for Morse Street Improvements $4,000.00 Geotechnical Fee for the Proposed Parkin Lot $2,200.00* *This fee includes a separate mobilization and report. The above cost estimate is valid for 90 days and is based on Client providing suitable access and entry to test boring locations during normal business hours. Client represents that it has full authority from the current landowner to engage ALPHA to perform this study. The pricing provided above assumes test boring locations can be accessed using standard, truck -mounted drilling equipment. Surveying of boring locations and elevations is not included in the cost estimate, but can be provided if needed upon request. If difficult site conditions are encountered, alternate pricing may be provided using an All -Terrain Drilling Unit or other portable equipment. The existing road appears to consist of asphalt. Drilling through concrete, if present below the asphalt, will be charged at an additional $ 85.00/hole. Prior to start of drilling, ALPHA will contact Texas One -Call utility clearance (Texas811) to mark and clear utilities at the boring locations. The Client shall provide any known site specific utility information upon acceptance of this proposal. ALPHA is not responsible for damage to any below grade utilities of which we are not made aware. Traffic control, if needed, is not included in the scope of work, but can be provided upon request for a fee. Please note: Our field equipment may rut the site during drilling operations. A concerted effort will be made to minimize such problems, however, ALPHA is not responsible for re -grading or repairing rutted areas if they develop. The scope of work for this study does not include stability analysis for any slopes either to be constructed or which may exist on the site. If the final grading plans indicate significant slopes (over about 3 ft high) will exist, it is recommended the client have slope stability analysis conducted. Further, the scope of work proposed herein does not include design parameters for retaining walls nor does it include global stability of the same. If a slope stability analysis and/or a retaining wall analysis is desired, upon request, ALPHA will provide a separate Proposal for such analysis. If this Proposal is acceptable, please have an authorized officer sign in the space provided below in the Proposal Acceptance Form and return a signed copy via either email or fax, or the signed original to our office. We will consider receipt of a signed original or copy of this Proposal as our Notice to Proceed. Work cannot be initiated prior to receiving a signed copy of this Proposal. If a copy is e-mailed or faxed, client consents to such copy of a signature, or electronic signature, as serving as an original signature. Unless prior arrangements are agreed to in writing, payment for services described in this Proposal is due within 30 days of invoice date. Payment of the invoice is not contingent on Client's agreement or acceptance of ALPHA's design recommendations or report discussion. If CLIENT objects to any portion of an invoice or report, it shall notify ALPHA in writing within ten (10) days from the date of actual receipt of the invoice of the amount and nature of the dispute, and shall timely pay undisputed portions of the invoice. By execution of this Proposal, the undersigned Client acknowledges and agrees that the attached "Terms and Conditions" have been provided or made available to Client and Client agrees that such Terms and Conditions shall be applied to the present Proposal and shall be fully binding upon Client. The "Terms and Conditions" are attached to this proposal as "Exhibit A" and are fully incorporated into this Proposal by reference as if set forth herein. Page 2 of 8 ALPHA Proposal No. 64388-revl DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Thank you for this opportunity to offer our services. We look forward to working with you on this project. BJH/pc Attachments: Proposal Acceptance Form "Exhibit A" Terms and Conditions Sincerely, ALPHA TESTING, INC. Brian J. Hoyt, P.E. Geotechnical Department Manager Page 3 of 8 ALPHA Proposal No. 64388-revl DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB GEOTECHNICAL PROPOSAL ACCEPTANCE FORM Date: May 4, 2018 Project Name: Morse Street Expansion and Overlay Project Location: Morse Street, between Loop 288 and Mayhill Road, Denton, Texas CLIENT: ADDRESS: CITY/STATE/ZIP: ATTENTION: TELEPHONE: EMAIL: FAX: ALPHA Proposal No.: 64388-revl *****REQUIRED INFORMATION*****(Must be completed in order to process) Check box if ACCOUNTS PAYABLE CONTACT: ❑ same as above ADDRESS: CITY/STATE/ZIP: EMAIL: TELEPHONE: Land Owner's Name: Address: City, St. Zip: Project Legal Description: Project County: The undersigned hereby accepts all the Terms and Conditions set forth in this Proposal and warrants that he/she has full authority to bind the Client. PROPOSAL ACCEPTED BY: Signature PRINTED NAME: Title Date REPORT DISTRIBUTION COMPANY ATTENTION EMAIL ADDRESS Page 4 of 8 ALPHA Proposal No. 64388-revl DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB i2*.1601 i M #It Terms and Conditions Section 1: The Aereement The Agreement between the parties, which shall describe and govern CLIENT's engagement of ALPHA TESTING, INC. ("ALPHA") to provide services ("Services") in connection with the project ("Project") identified in the proposal ("Proposal"), consists of the Proposal, these General Terms and Conditions ("Terms"), ALPHA's fee schedule, and any exhibits or attachments referenced in any of these documents. Together these elements constitute the entire agreement between the parties, superseding any and all prior negotiations, correspondence, or agreements, either written or oral, with respect to the subject matter of this engagement. This Agreement may only be modified by mutual signed, written agreement. In the event of a conflict between these Terms and the Proposal or exhibits, the following order of precedence shall prevail: (i) These Terms, (ii) the Proposal, and (iii) any exhibits or attachments referenced in the foregoing. Section 2: Standard of Care The Services shall be performed in a manner consistent with the level of care and skill ordinarily exercised by members of ALPHA's profession currently practicing under similar conditions and in the same locality as the Project (the "Limited Warranty"). Interpretations and recommendations by ALPHA will be based solely on information discovered by, or made available to, ALPHA during the course of the engagement. In connection with such information, CLIENT recognizes that subsurface conditions across the site may vary from those observed at test locations, including but not limited to locations where density tests and concrete tests, borings, surveys, or explorations are made, and that site conditions may change over time. ALPHA shall not be responsible for the use or interpretation of such information by non-parties to this Agreement nor shall ALPHA be responsible for changed site conditions or for subsurface conditions at locations where testing, borings, surveys, or explorations are not made. If Client provides ALPHA's report to any third Party, Client shall make such third party aware of this limitation of liability, and shall defend, indemnify, and hold ALPHA harmless from any action against ALPHA by such third party. EXCEPT FOR THE LIMITED WARRANTY, ALPHA MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICES, AND EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES; INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF GOOD AND WORKMANLIKE PERFORMANCE AND OF FITNESS FOR A PARTICULAR PURPOSE. Section 3: Site Access and Conditions CLIENT shall grant to, or obtain for, ALPHA unimpeded access to the Project site for all equipment and personnel necessary for the performance of the Services, and access necessary for ALPHA's personnel to photograph the Project site. As required to effectuate such access, CLIENT shall notify all owners, lessees, contractors, subcontractors, and other possessors of the Project site that ALPHA must be allowed free access to the site. CLIENT understands that, in the normal course of performing the Services, some damage, including but not limited to injury to vegetation, rutting, and cracking of concrete, may occur as a result of ALPHA's performance of the Services, and firrther agrees that ALPHA is not responsible for the correction of any such damage caused by ALPHA unless so specified in the Proposal. CLIENT is responsible for the accuracy of locations for all subterranean structures and utilities, and CLIENT waives any claim against ALPHA, and shall defend (with counsel acceptable to ALPHA), indemnify, and hold ALPHA harmless from any claim or liability for injury, damages, or loss by any party, including costs of defense and attorneys' fees, arising from damage caused as a result of subterranean structures and utilities not being properly identified or accurately located by CLIENT. In addition, and without limiting the foregoing, CLIENT shall compensate ALPHA for any consequential damages resulting from any such claim, including without limitation time spent or expenses incurred by ALPHA in defense of any such claim, with such compensation to be based upon ALPHA's prevailing fee schedule and expense reimbursement policy. Section 4: CLIENT's Responsibility and Proiect Understanding CLIENT shall make available to ALPHA all information in its possession or subject to its control regarding existing and proposed conditions at the site. Such information shall include, but not be limited to, plot plans, topographic surveys, hydrographic data, and previous soil data, including borings, field and laboratory tests, and written reports. CLIENT shall immediately, but in no event later than twenty-four (24) hours after its receipt, transmit to ALPHA any new information concerning site conditions that becomes available, and any change in plans or specifications concerning the Project to the extent such information may affect ALPHA's performance of the Services. CLIENT shall, upon 24 hours oral or written notice, provide a representative at the job site to supervise and coordinate the Services. Additional responsibilities of the CLIENT include: review of ALPHA's work for overall coordination with the work of other consultants, including any architects and engineers; with reasonable promptness, but in no event later than 48 hours, provide all available information regarding requirements for ALPHA's work; upon request by ALPHA, the CLIENT shall furnish the services of other reasonably required consultants, including surveys, testing laboratory, etc.; prepare and assemble specifications for the General Conditions and Supplementary Conditions and all architectural components of the project, and coordinate assembly of ALPHA's specification sections into a proper format; notify ALPHA immediately if the Client, any architect, or any engineer becomes aware of any fault or claimed deficiency with ALPHA's work, or nonconformance with the Contract Documents and provide ALPHA a reasonable opportunity to cure any such deficiency or nonconformance; confer with ALPHA before issuing interpretations or clarifications of the documents prepared by ALPHA; forward to ALPHA for review and recommendation all construction phase submittals that pertain to ALPHA's work; and advise ALPHA of the identity and scope of services of other consultants participating in the Project. ALPHA shall not be liable for any inaccurate information furnished by CLIENT, and CLIENT shall defend (with counsel acceptable to ALPHA) indemnify and hold ALPHA harmless against any claims, demands or liability, including costs of defense and attorneys' fees, arising out of, related to, or contributed to by such inaccurate information. CLIENT waives any claim it might have against ALPHA for damages arising out its failure to timely provide accurate information or its failure to timely provide new, changed, or additional information, as set forth in the preceding paragraph, and farther agrees to indemnify and hold harmless ALPHA from any claim or liability resulting from CLIENT's failure to timely provide such new, changed, or additional information. Section 5: Proiect Change In the event CLIENT, the Project owner, Architect, Structural/Civil Engineer or other party makes any changes in the plans and specifications, CLIENT agrees to defend and hold ALPHA harmless from any liability arising out of such changes, and CLIENT assumes full responsibility for any liabilities arising out of such changes unless CLIENT has given ALPHA prior written notice of such changes and has received from ALPHA written consent for such changes. Page 5 of 8 ALPHA Proposal No. 64388-revl DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB #It Section 6: Confidentiality All data, forms, software, or any other materials developed by ALPHA pursuant to the performance of Services under this Agreement, or supplied to or obtained by ALPHA from CLIENT, or generated by ALPHA or its subcontractors is confidential (the "Confidential Material") and will be afforded Confidential Treatment by ALPHA, its employees, agents, affiliates, and subcontractors. Proprietary concepts and systems of ALPHA, and ideas developed by ALPHA during the performance of the Services shall remain the sole property of ALPHA ("Alpha Intellectual Property"). Confidential Treatment includes the following: (i) The Confidential Material will be available only to employees of ALPHA; and (ii) Confidential Material will not be disclosed to any third party without the prior authorization of CLIENT. Upon completion of the Services or other termination of this Agreement, any Confidential Material retained by ALPHA not previously provided to third parries pursuant to Client authorization shall be retained by ALPHA for a period of at least 60 days, during which time period, such Confidential Material will be returned to CLIENT upon request by CLIENT. After this time period, ALPHA shall have the right, but not the obligation, to destroy such Confidential Material, thus terminating its confidentiality obligations. If Confidential Material is retained by ALPHA past such time period, the obligations stated in this Section 5 shall survive until the earliest of the following occur: (i) Confidential Material has become available to the general public through no fault of ALPHA; or (ii) Confidential Material is received by ALPHA from others who are in lawful possession of such and who by such disclosure are not breaching any obligation to CLIENT. Notwithstanding the foregoing, any confidential information supplied by ALPHA to CLIENT, as well as any ALPHA Intellectual Property (collectively, "ALPHA Confidential Information"), embody proprietary technology and valuable trade secrets of ALPHA, which are vital to the business of ALPHA, and whose value depends upon them not being generally known. CLIENT shall hold the ALPHA Confidential Information in strict confidence and take all necessary steps to ensure that access to any portion of the ALPHA Confidential Information is not provided to any person or entity other than CLIENT without the express written permission of ALPHA. CLIENT expressly agrees that if the ALPHA Confidential Information is improperly disclosed ALPHA will be irreparably damaged. In such event, ALPHA shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies, including injunctive relief, with respect any breach(es) of this Agreement, in addition to any other remedies available at law or in equity. In addition, CLIENT's officers, directors, employees and affiliates will protect the confidentiality of the ALPHA Confidential Information with the same degree of care as CLIENT affords its own confidential information (but in no event less than the degree of care that would be taken by a reasonable person), and shall not disclose such information to any third party; provided, however, that the foregoing shall not apply to information that (a) is now or hereafter becomes publicly known due to no fault of CLIENT or (b) is disclosed to CLIENT by a third party without any breach of an obligation of confidentiality. Section 7: Sample Disposal Samples of soil, rock, water, waste or other materials contaminated by hazardous substances, including asbestos, obtained from the Project site are and remain the property of the CLIENT. ALPHA shall retain such samples for no longer than fourteen (14) calendar days after the issuance of any document that includes the data obtained from them, unless other arrangements are mutually agreed upon in writing. It is CLIENT's responsibility to select and arrange for lawful disposal procedures that encompass removing the contaminated samples from ALPHA's custody and transporting them to a suitable disposal site. Accordingly, unless CLIENT indicates otherwise within the fourteen (14) day period referenced above, CLIENT hereby instructs ALPHA to make arrangements, as CLIENT's agent and at CLIENT's cost, for proper transportation and disposal of contaminated samples with appropriate licensed parties. Due to the risks to which ALPHA may be exposed during transportation and disposal of contaminated samples, CLIENT waives any claim against ALPHA, and shall defend, indemnify, and hold ALPHA harmless from any claim or liability for injury or loss, including costs of defense and attorneys' fees, arising from ALPHA's service as CLIENT's agent in arranging for proper transportation and disposal of contaminated samples. There are extra costs involved in this disposal by ALPHA of samples contaminated with highly toxic and/or hazardous substances (i.e. PCBs, Dioxins, Cyanide, Pesticides, etc.). In this case, the CLIENT shall pre -pay all transportation and disposal costs or ALPHA will return the samples to the project site for proper disposal by the Client. Section 8: Construction Monitoring ALPHA shall have no authority to reject or terminate the work of any agent or contractor of CLIENT. No action, statements, or communications of ALPHA, or ALPHA's site representative, can be construed as modifying any agreement between CLIENT and others. ALPHA's presence on the Project site in no way guarantees the completion or quality of the performance of the work of any party retained by CLIENT to provide construction related services. Neither the professional activities of ALPHA, nor the presence of ALPHA or its employees, representatives, or subcontractors on the Project Site, shall be construed to impose upon ALPHA any responsibility for methods or quality of work performance, sequencing of construction, or safety conditions at the Project site. CLIENT acknowledges that CLIENT or its general contractor is solely responsible for job site safety, and warrants and agrees that such responsibility shall be made evident in the Project owner's agreement with the general contractor. CLIENT shall make ALPHA an additional insured under any general contractor's general liability insurance policy. In the event ALPHA expressly assumes any health or safety responsibilities for hazardous materials or other items as further set forth in this Agreement, the acceptance of such responsibility shall not be deemed acceptance of responsibility for any other health or safety requirements, including but not limited to those responsibilities or requirements relating to excavation, trenching, drilling or back filling. Section 9: Ownership of Documents All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates and other documents prepared by ALPHA in connection with this engagement, shall remain the property of ALPHA. CLIENT agrees that all reports and other material(s) furnished by ALPHA to CLIENT, or to CLIENT's agents, for which CLIENT has not paid will be returned to ALPHA upon demand and will not be used by CLIENT or others for any purpose whatsoever. Unless otherwise required by law, ALPHA will retain all pertinent records relating to the Services performed for a period not exceeding five years following submission of any report, as referred to herein, during which period the records will be made available to CLIENT at all reasonable times. After such five year period, ALPHA shall have the right, but not the obligation, to, in its sole discretion, destroy any or all of such documents. Section 10: Termination This Agreement may be terminated without cause by either party upon ten (10) days' written notice by the terminating party. This Agreement may also be terminated for cause by the non -defaulting party if, after seven (7) days after written notice of a default in the performance of any material provision of this Agreement, the defaulting party fails to cure or correct such default. In the event of termination, ALPHA will be paid for services performed through the date of termination, plus reasonable termination expenses, including the cost of completing analysis, records, and reports necessary to document job status at the time of termination. Page 6 of 8 ALPHA Proposal No. 64388-revl DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB #It Section 11: Risk Allocation and Limitation of Liability The parties acknowledge that a variety of risks potentially affect ALPHA by virtue of entering into an agreement to perform the Services. The parties further acknowledge and agree that there is no disparity in bargaining power between the parties. IN ORDER FOR CLIENT TO OBTAIN THE BENEFIT OF A LOWER FEE THAN WOULD OTHERWISE BE AVAILABLE, CLIENT AGREES TO LIMIT ALPHA'S LIABILITY TO CLIENT, AND TO ALL OTHER PARTIES, FOR CLAIMS ARISING OUT OF ALPHA'S PERFORMANCE AND THE SERVICES. THE TOTAL AGGREGATE LIABILITY OF ALPHA SHALL NOT EXCEED THE TOTAL FEE FOR THE SERVICES RENDERED ON THE PROJECT, OR $20,000, WHICHEVER IS LOWER, FOR ANY LIABILITIES, INCLUDING BUT NOT LIMITED TO NEGLIGENT PROFESSIONAL ACTS OR ERRORS OR OMISSIONS, AND CLIENT AGREES TO INDEMNIFY ALPHA FOR ALL LIABILITIES IN EXCESS OF THE MONETARY LIMITS ESTABLISHED. Client agrees that in no instance shall ALPHA be responsible, in total or in part, for the errors or omissions of any other professional, contractor, subcontractor or any other third party. Client also agrees that ALPHA shall not be responsible for the means, methods, procedures, performance, quality or safety of the construction contractors or subcontractors, or for their errors or omissions. Section 12: Discovery of Unanticipated Hazardous Materials CLIENT warrants that it has made reasonable efforts to inform ALPHA of known or suspected hazardous materials on or near the Project site. The parties acknowledge that hazardous materials may exist at a site even if there is no reason to believe they are present. ALPHA and CLIENT agree that the discovery of such unanticipated hazardous materials constitutes a changed condition that shall require either a re -negotiation of the scope of ALPHA's Services or termination of this Agreement without cause. CLIENT recognizes that the discovery of hazardous materials may necessitate immediate protective measures to safeguard the public health and safety and shall compensate ALPHA for measures that, in ALPHA's professional opinion, are necessary and justified to preserve and protect the health and safety of site personnel and the public. CLIENT also shall compensate ALPHA for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous materials. ALPHA shall notify CLIENT as soon as practicable should unexpected hazardous materials be encountered at the site that pose a threat to human health, safety and the environment. CLIENT agrees that, in the event of the discovery of hazardous materials at the site, it shall report such discovery to the proper authorities as required by Federal, State, and local regulations. CLIENT agrees to make the required report at the recommendation of ALPHA, or, if unable to do so, authorizes ALPHA to make such report. CLIENT shall also inform the Project site owner in the event that hazardous materials are encountered at the site. Notwithstanding any other provision of this Agreement, CLIENT waives any claim against ALPHA, and to the maximum extent permitted by law, agrees to defend, indemnify, and save ALPHA harmless from any claim, liability and/or defense costs for injury or loss arising from the presence of hazardous materials on the project site, including any costs created by delay of the project and any costs associated with possible reduction of the property's value. CLIENT is responsible for ultimate disposal of any samples secured by ALPHA that are found to be contaminated, at CLIENT's cost. Section 13: Ground Water Contamination CLIENT acknowledges that it is impossible for ALPHA to know the exact composition of a site's subsurface, even after conducting a comprehensive exploratory program. As a result, there is a risk that drilling and sampling may result in contamination of certain subsurface areas. Although ALPHA will take reasonable precautions to avoid such an occurrence, CLIENT waives any claim against ALPHA for, and shall defend, indemnify and hold ALPHA harmless from, any claim or liability for injury or loss which may arise as a result of subsurface contamination caused by drilling, sampling, testing or monitoring well installation. CLIENT shall also adequately compensate ALPHA for any time spent and expenses incurred in defense of any such claim. Section 14: Insurance No insurance carried by ALPHA shall be deemed to limit in any way the responsibility of any contractor or subcontractor for damages resulting from their services in connection with the Project. CLIENT shall include, or cause to be included, in the Project's construction contract such requirements for insurance coverage and performance bonds to be secured and maintained by the Project contractor as CLIENT deems adequate to insure and indemnify CLIENT and ALPHA against claims for damages, and to insure compliance of work performance and materials with Project requirements. Section 15: Indemnity ALPHA and the Client shall each indemnify the other against claims for bodily injury or damage to tangible property resulting from: (a) negligent error, omission or act of the indemnitor or the indemnitor's officers, servants, employees or subconsultants in the performance of the work hereunder; or (b) negligent failure of the indemnitor or the indemnitor's officers, servants, employees or subconsultants to comply with laws or regulations; or (c) negligent failure of the indemnitor to perform under any contract with any other party, its, officers, servants, employees, subconsultants or clients. This indemnity obligation shall survive performance of the services hereunder. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALPHA WILL NOT INDEMNIFY CLIENT FOR ITS OWN NEGLIGENCE. Section 16: Invoices and Payment Terms In consideration for the performance of the Services, ALPHA shall be paid an amount and according to terms set forth in the Proposal ("Project Cost"); however, if payment terms are not listed in the Proposal, payment for Services shall be payable within thirty (30) days of ALPHA's invoice date (the "Payment Due Date"). All payments must be paid by the Payment Due Date, and shall not be contingent upon CLIENT's receipt of separate payment, financing or closing on the project property, or other conditions whatsoever. If CLIENT objects to any portion of an invoice, it shall notify ALPHA in writing within ten (10) days from the date of actual receipt of the invoice of the amount and nature of the dispute, and shall timely pay undisputed portions of the invoice. Past due invoices and any sums improperly withheld by CLIENT shall accrue interest thereon at the rate of one percent (1%) per month, or the maximum rate allowed by law, whichever is lower. CLIENT agrees to pay all costs and expenses, including reasonable attorney's fees and costs, incurred by ALPHA should collection proceedings be necessary to collect on Client's overdue account. Unless the Proposal specifies the Project Cost as not -to -exceed or lump sum, CLIENT agrees that cost estimates and schedules are based upon ALPHA's best judgment of Site conditions and other requirements at the time of Proposal and should be used by CLIENT for planning purposes only. ALPHA will endeavor to perform the Services within the estimates but will notify CLIENT if estimates are likely to be exceeded. In the event of changed site conditions or other conditions requiring additional time, CLIENT agrees to pay the reasonable and necessary increases resulting from such additional time. Unless otherwise specified in the Proposal, CLIENT will be solely responsible for all applicable federal, state or local duty, import, sales, use, business, occupation, gross receipts or similar tax on the Services, and for any applicable duty, import sales, uses, business, occupation, gross receipts or tax and shipping charges relating to equipment and repair parts furnished in connection with the Services. In the event ALPHA is required to respond to any subpoena or provide testimony (as a fact or expert witness) related to the Services, CLIENT shall pay ALPHA for time and expenses in accordance with ALPHA's then current fee schedule. Page 7 of 8 ALPHA Proposal No. 64388-revl DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB #It Section 17: Non -Solicitation During ALPHA's performance on the Project and for a period of one (1) year after the Project is completed or otherwise terminated for any reason, CLIENT shall not, directly or indirectly, individually or on behalf of any other person, firm, partnership, corporation, or business entity of any type: (i) solicit, assist or in any way encourage any current employee, contractor or consultant of ALPHA to terminate his or her employment relationship or consulting relationship with or for ALPHA, nor will CLIENT solicit the services of any former employee or consultant of ALPHA whose service has been terminated for less than six (6) months, or (ii) solicit to the detriment of ALPHA and/or for the benefit of any competitor of ALPHA, take away or attempt to take away, in whole or in part, any customer of ALPHA or otherwise interfere with the ALPHA's relationship with any of its customers. CLIENT understands and acknowledges that ALPHA's employees, contractors and consultants are a valuable resource to ALPHA, and often these persons hold confidential and or trade secret information of ALPHA's, including proprietary technology and valuable trade secrets of ALPHA, which are vital to the business of ALPHA and whose value depends upon them not being generally known. CLIENT expressly agrees that, if ALPHA's employees, contractors, and consultants are solicited in contravention of this Non -Solicitation provision, that ALPHA will be irreparably damaged. In such event, ALPHA shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect any breach(es) of this Agreement, including injunctive relief, in addition to any other remedies available at law or in equity. Section 18: Resolution of Disputes All claims, disputes, controversies or matters in question arising out of, or relating to, this Agreement or any breach thereof, including but not limited to disputes arising out of alleged design defects, breaches of contract, errors, omissions, or acts of professional negligence, (collectively "Disputes") shall be submitted to mediation before and as a condition precedent to pursuing any other remedy. Upon written request by either party to this Agreement for mediation of any dispute, CLIENT and ALPHA shall select a neutral mediator by mutual agreement. Such selection shall be made within ten (10) calendar days of the date of receipt by the other party of the written request for mediation. In the event of failure to reach such agreement or in any instance when the selected mediator is unable or unwilling to serve and a replacement mediator cannot be agreed upon by CLIENT and ALPHA within ten (10) calendar days, a mediator shall be chosen as specified in the Construction Industry Mediation Rules of the American Arbitration Association then in effect, or any other appropriate rules upon which the parties may agree. Any disputes or controversies not resolved or settled by the parties hereto shall be submitted to arbitration. Demand for arbitration shall be made by either party within ten (10) calendar days following termination of mediation. The date of termination of mediation shall be the date of written notice of closing mediation proceedings issued by the mediator to each of the parties. Demand for arbitration shall be made by filing notice of demand, in writing, with the other party and with the American Arbitration Association, under its Construction Industry Rules. The award rendered, if any, by the arbitrator(s) shall be final and binding on both parties and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. Notwithstanding any other provisions of this Section, in no event shall a demand for mediation or arbitration be made more than two (2) years from the date of the party making demand knew or should have known of the dispute or five (5) years from the date of substantial completion of ALPHA's Services, whichever date shall occur earlier. All mediation or arbitration shall take place in Dallas County, Texas, unless CLIENT and ALPHA agree otherwise. The fees of the mediator and/or arbitrator(s), the mediation and/or arbitration filing and proceeding fees, and other costs associated with the mediator or arbitrator(s) shall be apportioned equally between the parties, subject to, in the case of arbitration, to adjustment by the arbitrator(s) as part of the award. The prevailing party in any arbitration proceeding shall be entitled to recovery of its reasonable attorneys' fees from the non -prevailing party, as determined by the arbitrator(s). Section 19: Governing Law and Survival The validity of this Agreement, these terns, their interpretation and performance shall be governed by and construed and enforced in accordance with the laws of the State of Texas without regard to its conflict of laws rules or similar principles which would refer to and apply the substantive laws of another jurisdiction, and applicable international conventions and treaties. The parties hereto hereby consent and agree that venue of any arbitration action shall lie exclusively in Dallas County, Texas, and the parties hereby consent to the exclusive jurisdiction of the state courts located in Dallas County, Texas to hear and determine any claims, disputes, or award between the parties arising out of such arbitration, or for any matter found to not arise under the parties' arbitration agreement. The parties hereto expressly submit and consent in advance to such jurisdiction and hereby waive any objection to such jurisdiction. If any of the provisions contained in this agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired. Page 8 of 8 ALPHA Proposal No. 64388-revl Q. CU E y � -1 N E� 6E�e i ell, ` r� � o 4& t"MR-06f Ed E T i p U �L 0 Q Q � U M C14 a� a) o � � m m Li LL cn Q. CU E y � -1 N E� 6E�e i ell, ` r� � o 4& t"MR-06f Ed E T i p DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB SPOONER& A§;;S;;�O�C0I.NAT�UEYS Billy Wendland, PE Burgess & Niple Fort Worth, Texas Response to request for Survey Proposal: Mr. Wendland 309 Byers Street, #100 Euless, Texas, 76039 817-685-8448 www.spoonersurveyors.com Denton Morse Street Professional and Mapping Services Estimate S&A Job No. 15-8-18 1 Ver. 2 Please see the attached estimate and scope for Survey Services below: Attachment A "Survey Estimate and Scope" Attachment B "Fee Schedule" Attachment C "Project Area Map" Thank you for this opportunity to work with you and your team, please do not hesitate to call or email me should there be any questions or concerns. Spooner and Associates, Inc. Eric Spooner, RPLS Texas Registration No. 5922 TBPLS No. 10054900 Spooner and Associates, Inc., 309 Byers Street, #100, Euless, Texas 76039 - Ph. 817-685-8448 espooner@spoonersurveyors.com - TBPLS Firm No. 10054900 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB SPOONER& A§;;S;;�O�C0I.NAT�UEYS ATTACHMENT A "SURVEY ESTIMATE AND SCOPE" 309 Byers Street, #100 Euless, Texas, 76039 817-685-8448 www.spoonersurveyors.com Mr. Wendland, Spooner and Associates, Inc. (S&A) will provide topographic and professional surveying services on the above mentioned project. The scope of work of the land surveyor shall be to supply all supervision, technical labor, equipment, services, tools, consumables, insurance, and pay any applicable sales/use taxes, and all other things required to perform land surveying in accordance with technical requirements specified in this Estimate. Project Name: Denton Morse Street - S Loop 288 to Mayhill Road Location of survey: (please see "Attachment C" for more details) Purpose of Survey: The purpose of this survey is to locate and document visible and apparent information pertinent to street and utility construction. SCOPE: TOPOGRAPHIC SURVEY Limits of Survey: (please see "Attachment C" for more details) General Project details — Survey will horizontally and vertically locate visible surface features within the project area as shown on "Attachment C" and being more specifically detailed below. • Main project area cross sections and/or mapping will be collected generally at 25' intervals and at all breaks in grade producing 1' interval contours for a swath that is inclusive of the existing right-of-way plus 20'. • Project crossing side streets, alleys, and drainage ways will be surveyed an additional 25' in each direction beyond the main project swath. Crossing alignments will be surveyed for a width that properly covers each crossing feature. • Parking Lot Expansion: Mapping is included for the area cross hatched for parking lot expansion. Mapping will include 50' of existing parking pavement. • The full intersections, including 50' beyond existing curb returns is included in this estimate. • All intersecting streets will be mapped 50' beyond the curb returns. • Survey effort is limited to surface utility ties only. This estimate assumes the project SUE consultant will be responsible for all measure downs, underground pipe sizes and all LVL A and LVL B SUE. • This estimate assumes the SUE consultant will survey/collect mapping on SUE related services.. This includes LVL A test holes and LVL B markings. The Surveyor will provide control to the SUE consultant for this effort. Right of Entry: The Surveyor will coordinate with the project Engineer to obtain right -of -entry (ROE) for mapping on this project. These services will be provided on the Surveyor's behalf prior to starting. Utility Coordination: SUE consultant responsible for this effort. Franchise Utilities: SUE consultant responsible for this effort. Public Utilities: SUE consultant responsible for this effort. Building/Structure Details: The limits of structure, ground elevation adjacent to those limits, visible roof drain outfalls and finished floor elevation will be shown for all buildings and structures within the proposed survey limits. Fence and Retaining Walls: We will provide location, height and material type for fences located within the project limits. Provide the location and material type for retaining walls and provide top and bottom of wall elevations along its length at grade changes. Right -of -Way and Property: Our survey will locate and tie existing right-of-way, property lines and easements, including type, size, volume and page, where applicable. We will show lot, block, abstract number, adjacent street names and property address. City and County boundaries will be shown where applicable. Property owner and business names will be shown on the survey. Roadways and Improved Surfaces: Roadways, driveways, alleys and sidewalks will be located and identified on the survey. Existing width and composition of improved surfaces will be shown on the survey. Existing lane markings and signage will be identified on the survey. Traffic signal bases, mast arms and control boxes will be shown on the survey. Spooner and Associates, Inc., 309 Byers Street, #100, Euless, Texas 76039 - Ph. 817-685-8448 espooner@spoonersurveyors.com - TBPLS Firm No. 10054900 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB SPOONER& 309 Byers Street, #100 A§SOCIATES Euless, Texas, 76039 ISTEREO PROFESSIONAL LAND SURVEYORS 817-685-8448 www.spoonersurveyors.com Surface Drainage Features: We will locate and tie top, toe and flow lines of existing swales, channels and creeks with the project limits. Our survey will locate headwall and wingwalls and denote number, size, material type, flow line and top of pipe elevation for culvert conduit(s). TxDOT Maintained Roadways: Our survey will include an alignment(s) that coincides with original Texas Department of Transportation (TxDOT) alignment stationing for those roadways within our project limits maintained by TxDOT. The Surveyor will provide an electronic PDF of TxDOT documents used to determine the original station. TxDOT monuments will be located for portions of the project located on or adjacent to TxDOT maintained facilities. Trees, Shrubs, Landscaping and Irrigation: We will locate trees 4" or larger in diameter, shrubs and landscaping features and provide identification notes accordingly. We attempt to provide tree common name and caliper as measured approximately four feet off the ground. Major tree and brush lines will be delineated on the survey. Existing visible irrigation structures and planters will be located on this survey. Methods and Precision Basis of Control: Local municipal geodetic control, if available, otherwise the WDS-VRS GPS system will be used to establish our horizontal and vertical values. Coordinates shall be reported with a precision of +/- 0.01 feet Project Coordinate System: Survey coordinates will be provided in a project modified State Plane "surface" position. The project scaling point and factor will be labeled and shown in CAD. Basis of control and all other pertinent details will be described in the CAD files and on the control description sheets. Horizontal and Vertical Control Methods: Horizontal and vertical control will be established using static GPS methods and will be adjusted using traditional traverse techniques. Vertical control will be leveled using a digital level. Control will have an accuracy of +/- 0.04' at the time of survey. Data Collection: RTK GPS and robotic total stations will be used for a majority of this survey. Deliverables: Topographic Survey CAD Format: AutoCAD Civil3D 2018 format CAD files. Project Scale: 20 scale Base Map: An electronic base map at 1:1 scale (base unit US Survey Foot) containing pertinent Topographic field data will be prepared. • National CAD Standard drafting standards including layers and styles will be used. • Text will be oriented with north being true reading West to East. • The base map shall be in AutoCAD DWG format. • DTM generated contours shall have one -foot minor and five-foot major intervals. • XML surface file, defining the AutoCAD Civil 3D surface. • DRONE imagery will be used as a background in our deliverable. • PDF electronic copies of all project research used to workup the project mapping which includes but is not limited to plats, deeds, right-of-way maps and provided utility maps. • PDF electronic copies of all the Texas811 tickets and correspondence. • PDF copy of all field notes. PDF copy of the survey base map is not included. Survey Control and Material: • 5/8" iron rods with cap and/or mag nails will be used as the control material. • Horizontal and vertical control points will be set at the end points of the project and at 500' intervals within the project area. Where possible, control monumentation shall be located sufficiently away from the project limits so as not to be disturbed by construction activities. • All established main horizontal and vertical control along with pertinent calculations will be furnished in electronic (MS Word Document). Spooner and Associates, Inc., 309 Byers Street, #100, Euless, Texas 76039 - Ph. 817-685-8448 espooner@spoonersurveyors.com - TBPLS Firm No. 10054900 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB SPOONER& 309 Byers Street, #100 A§SOCIATES Euless, Texas, 76039 ISTEREO PROFESSIONAL LAND SURVEYORS 817-685-8448 www.spoonersurveyors.com Point File: A comma delimited ASCii file showing point number, northing, easting, elevation and description shall be provided for all data collected on this project. Field Sketches and Site Pictures: Applicable field sketches and site photographs depicting any special field information shall be provided in digital form. Assumptions: Topographic Survey Abstracting Services: This estimate does not include abstracting services or title work for property, easement and right-of-way line workup. Current platting and/or deed information available at the County will be used for this project. Additional Project Footage: This estimate includes mapping as shown on "Attachment C". If any additional footage or width beyond these values is required, additional compensation may be requested as an additional service. Arborist Services: This estimate does not include the services of an arborist to provide tree size and common name. The surveyor will make an attempt to approximately identify the common name and size of each project affected tree. Construction Staking Services: This estimate does not include staking of any kind for the construction of this project. Project control will not be refreshed prior to the commencement of construction. Texas811 Coordination: This estimate assumes Texas811 coordination is to be captured by the SUE consultant. Public Utility Records Research: This estimate does not include public utility records research. SUE Level C & D / Public and Private Franchise Alignments: This estimate does not include placing underground public and private utility alignments on the face of the survey. Right of Entry: This estimate does not include right -of -entry services. Sub -Surface Utility Investigation: This estimate does not include sub -surface excavation to confirm underground utility locations. All utility line work will be based on surface field evidence and provided record drawing research SUE Test Hole and Marker Locations: This estimate does not include the location and collection of data regarding test -hole locations or SUE markings locations performed by SUE contractors. Soil Borings: This estimate does not include the location of soil borings performed by others. Scope: ROW/Easement Services The Surveyor will prepare metes and bounds descriptions with accompanying map exhibit for permanent and temporary instruments on an as needed basis. Deliverables • One electronic executed PDF of the complete instrument for each parcel. • Existing appraisal district tax card, parent deed and/or plat, map check for each exhibit and all other supporting documentation. • Three original hard copies of the complete instrument for each parcel. • All documents will include NAD83 GRID coordinates for the point of beginning, horizontal scaling factors and basis of bearings information. Assumptions Instrument Format: All instruments will strictly follow controlling jurisdiction guidelines and procedures for the preparation of instrument documents. Design changes: This estimate includes only one submittal based on a pre -approved design of the project. All changes due to re -design after the initial submittal for each phase will be invoiced back to the Client/Owner at an hourly cost. Spooner and Associates, Inc., 309 Byers Street, #100, Euless, Texas 76039 - Ph. 817-685-8448 espooner@spoonersurveyors.com - TBPLS Firm No. 10054900 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB SPOONER& 309 Byers Street, #100 A§SOCIATES Euless, Texas, 76039 ISTEREO PROFESSIONAL LAND SURVEYORS 817-685-8448 www.spoonersurveyors.com Staking of ROW Acquisition Corners: The Surveyor will stake the permanent right-of-way corners once final documents have been approved by the owner/client. Work Schedule: Topographic Survey: The Surveyor will have the survey as described above completed within 5 weeks from the receipt of written authorization to proceed. ATTACHMENT B Fee Schedule Denton Morse Street Client/Owner shall compensate Surveyor for services rendered in according with the following: FIXED FEE: Topographic Mapping Services performed, as described above, will be invoiced fixed $14,230 Parking Lot Expansion Mapping, as described above and shown on Attachment C, will be invoiced fixed $980 Instrument Fees: Each easement instrument shall be invoiced at a minimum of $1,400 per parcel/owner. Instruments that require more than (2) two specifically described conveyances of easement rights per parcel/owner will be invoiced at $700 per each additional conveyance. After a period of 12 months from the date of this Agreement, all fees remaining under this contract are subject to an increase of up to at the discretion of the Surveyor, and may further be increased by 3% annually thereafter Thank you for this opportunity to work with your team, please do not hesitate to call me should there be any questions or concerns. Spooner and Associates, Inc. Eric Spooner, RPLS Spooner and Associates, Inc., 309 Byers Street, #100, Euless, Texas 76039 - Ph. 817-685-8448 espooner@spoonersurveyors.com - TBPLS Firm No. 10054900 DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB SPOONER& A§;;S;;�O�C0I.NAT�UEYS AUTHORIZATION TO PROCEED Denton Morse Street 309 Byers Street, #100 Euless, Texas, 76039 817-685-8448 www.spoonersurveyors.com In accordance with this estimate, dated 5-08-18 respectively, the Surveyor is hereby authorized to proceed with the following phases of the project: CLIENT/OWNER Burgess & Niple By Print: Title: Date: Spooner and Associates, Inc., 309 Byers Street, #100, Euless, Texas 76039 - Ph. 817-685-8448 espooner@spoonersurveyors.com - TBPLS Firm No. 10054900 a H U w ti 0 x a z 0 z w Q v H z w x U H H DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB QTHE Fjos GRoup ❑ Dm LLLL=� PIE❑ ❑ ❑ FFFF]❑ NLL]� = ❑❑❑®CFTM ❑LLL" ❑FFU� ❑=❑LEL�T❑❑❑❑ RE: Subsurface Utility Engineering Morse Street DFFIEM7M 7400 Sand Street I Fort Worth, Texas 76118 817.345.7500 p 1 817.345.7505 f TmR=❑LLLI-� FFFFICTR❑❑LLU LLL FFM LLU❑❑❑®E� LD❑E❑TLLL LL LEI �L11 Mmq ❑❑= Introduction ' ■ ■ 11111 ■■11111111 111■ ■■ ■ ■111 1111■■11111■ 111■ 111111 ■111111■I■ 111 ■■I■■1111■ ■■I■■111■■■■ 0 11111 111■ 111■I■■ ■ ■I■■■I■ ■111■111111■■ ■I■■ ■111■■I■■1111■ ■■111111111■■ 111 ■ ' ■■11111■111111■ III ■ ■■111 ■111111■■■1111 0 0 ■111■11111■ 111■111■ ■111111■11111■ ■■■ ■■11111111■ on ■111111111■ ■■■11111111■■ 0 11111111111 I 11111111■I■ 111 111■ ■ ■I■11111■■I■ • ■ ■■■111111■111111■ 111■■ 111■■111 ■■I■■ ■■I■■ ■11111■1111111■I■ 111 ■■111111111■ 111■ ■■■IIIIIIII on ■11111111111 111■I■111111■ ■I■■ ■IIIIIIIIII■111111111111 ■111111■ ■111■ ■■ ■1111■111 ■■ 111■■ ■■■11111111111■■1111 ■111 ■■ 11111111■ 111 • - � • � 111111111 ■111111■ ■■111111■■ 11111■ ■I■111111111■ ■111111111111111■■111111 • Quality Level C (QL"C") ❑QL"D" information supplemented with information obtained by 111E[111� ❑� ■ ■■11111111 ■ ■■■■ ■ • ■ ■111111 ■I■■1111■■I■ 1■ ■■ 111111111 ■11111■ ■■null■I■ ■1111■■■ I ■■■ 11111111111■■■ ■■■Ill■11111■■Il■ 11111111■■ ■■I■■■■111111■■■ ■1111■■111 11111as "designating" this quality level provides the horizontal position of subsurface utiliti [I 11111111 ■I■■111■111 ■1111111 FM111■111 • • ■1111■ ■111 ■■11111■■■111 ■ 11I■■11111111111 111111111 ■111111■ ■■111111■I■ ■1111111111111■ 1111 ■1■■111 ■I■■■111 ■1111111111111■ ■■■IIIIIIIIIII■■■■111111 ■ ■1111■ ■1111 then tied down by surveying. Also known as "locating", this quality level provides preci ■ ■■IIIIIIII■■■■ ■■IIIIIIIIII■■■111111111■111■ ■■■1111111111111■■ 11111111 ■I■■111■111 ■1111111 ■111■ 111■111 111111111■ 111111■■■1111111111IT] ■■ 111■ 1111■111■111■I■ 111 ■■11111111 ■■■1111111111■I■■I■ 11 11111 111■■111 111 1111■■111■ 11111111■11111■ • / and acquisition • ■■■111111■111 ■11111111111 111■I■111111 ■11 ■■■1111111111■1■■1■ ■111■111■■ 111■ 111111 ■1111111■■ 11 11111■■■1111111ELI ■11111■11111 111111■■11111■ 111■ ■ ■111 ■111■ 111■ ■I■111■■■I■ ■■ ■1111111111111■ ■■■ 111■1111■ 111■ 111■ ■I■■1111111■111 ■11111111111 11111■111 111111111 ■11111■■ ■ 1111111111111■ 111■I■ ■111 ■■■ 111■I■111111111■ 111111■■■ 111■111 ■11111 TM== ■■111 11111111 referred to as "unknown" utilities. TRG personnel will scan the defined work area using electronic prospecting equipment to search for "unknown" utilities. However, TRG is not responsible for designating and locating these "unknown" SUBSURFACF UTILITY ENGINEERING I UTILITY COORDINATION www.rios-group.com DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Mau � I 1 1511 PLEu M=11 MEll q PFM2 ❑Li Scope of Work ■ ■111■ ■■ IIo1■1 ■11111■ ■111■111■■ on ■ ■ ■1111111 ■ 111111 111■■111 ■ ■ ' ■ ■■■ ■■■sill■■■ ■ ■■11111■ 111■111 11111 ■ ■ 1111■■0 111■ 111■ ■■ ■ ■111 1111■■111■■ 111■ 111111 ■111111■111 ■■ 1111■■■ ■■ ■ ■111 ■ on on ■ ■■11111111■ ■ ■■■■I■111111■■I■ ■■11111■ 111■ ■■11111111 ■I■■■ ■■111■ ■■ 111111111■ ■111 111■ ■IIIIII■1111■ ■■ ■■IIII■■11111111 11111■111■010 The scope of this proposal includes Quality Level "A" and "B" SUE. Utilities to be designated D ❑ =m ED ❑ = limits as indicated in the attached "Exhibit A". ❑= 11) QL "A" test holes will be included in the budget. Test hole locations will be determined by ❑❑N and TRG once the QL "B" SUE deliverable has been reviewed. TRG has m I== �❑=FM ❑®mem=mFFTM� AMRFFMFIEROE❑FFM FFM ❑ FIT mem❑LIN ❑LmTR❑ 7FTM❑= Designating Procedures 'M lu 0M I I I MH M I' EP&TAMMA IMSJQJM61��� ■ ■111 ■I■■ ■■■11111■111 ■11111111111 Illo■111111 • ■■I■ 111■111 1111111111■ 111■■11■ ■IlIs ■I■■ ■111111 111■ 111111111 0 ■■■■■■ ■I■■ 1111■■■1111111■■ 0 11111■■■111 ■■111111■■11111■ 111■ ■I■■111■111 ■111 ■■111111■■111■■■111111111■ ■■■■■0 0 111■■1111111■■ ■1111111111111■ 0 11111111 111■ 111■I■1111111■ ■111111101■ 11111 1111111 /1/11111 ■■ ■■■■■■11111■■ o■■111■ ■I■■ 111111■11111■ ■I■■■111111 111■■■11111■ 0 ■I■■■111111■ 0 11111 ■■ ■■111■ 111 ■■111111■■1111 0 ■Illlllllllllll■■■■■111111■ ■11111111111111■ 1111111■ 011111o■ mills ■1111111111111■■ ■I■■111 1111111■■■■■ ■lo■1111111 ' ■ ■ 11111 ■11111■1111110 111■11111■IIIIIIIIII■1111 111111111111 ■■■11111■ 111■■■■ ■I■■ 111111■ 011111■■111■ 01111■■I■■ ■1111111 ■ ■■I■■I■■I■ 111■■111111■ ■I■ ■■1111 ■■ ■■■ 011111■■■111 ■111111111■■ 111 ■■■11111■11111■ MII 0 0101 ■■I■I■■01111■1111■1■■11111■ ■I■■1111111 ■■11111■111111■ ■■■ 111101■111111■ ■■■■111111■■111■ ■1111111111111■ 111111 ■111111111101■■■■ ■■■■I■■■■111■ 1111■111■I■11110 ' ■ ■1111111111■■ 11 ■111■■■ 11 ■1111■■ ■■ ■■111111■11111■ ■■■ 111101■111111■ 01■111■■ 111111111 ■11111■ ■■■I■ 111■ ■11111111111111■ ■■■■ been designated in the field. TRG's field manager will produce ■11111111111 1:1111 ■111 ■I■ 1111111'■■I■■ ■101111101■ 1111011111111■ Fool■ ■1■ 111■■■ ■■■ ■■11111111■■ 11 ■I■■■111■ 1111111 ■■■111■IIA ■11111111111 ■■■■IIIIIIIA ■■1111■■ ■ ■IIIIIIA ■111■ E■■■ ■11111111111 ■ 11111 ■■ 1111■■11111■ ■ 11111 ■ ■■111■■ 111 ■I■■■■ Elmo ■■■I■ ■IIA 111111 ■ ■11111111111■■■ ■111■11111■■ ■■11110■■ 111■ ■11111101■ ■■■ ■ 11111■■ 111■■111■ ■ ■ ■I■■ 111■ ■111■■■ ■■ ' ■1111■ ■■■ ■111 11111■■ El== ■011■ 111 ■■IIIIII■■111 111■ ■1111111111111■ 111 111■ 11111111■ 111■■111■ ■111 11111■ ■■ ■■1111■ ■ ■1111 ■ 11111 ■■ ■1111■ 111 ■ ■III ■I■I■■ 111■I■11111■ ■ ■■III ■ 11■III■■ 010■■ 111 1111■■11111■■ ■■ 111■I■11111■■ ■ 11111 ■■ 1111 111■11111■ 011■■■■1111111111 111■ ■■I■■ 111■111111■■■ ■11111111111 11111■■ ■■■ ■■■I■ ■IIA 111111■111 ■1111 ■■ 010■111 IIII■■11111■ ■ ■ 11111111■11111■ ■ ■ 111■ ■■111111 ■ 11111■■ ■■■ ■■111■ ■ ■111 ■ ■ ■ ■ ■ ■111 ■ ■ Locating Procedures TR 1] 11 FHM I■■■111■1111111■111111■ ■■■■■■ ■■■101■■111111■ ■■■111■ ■1■■111 ■I■■I■■■1111111111■■1111■ ■1■111■ I 1 i i i ,, i any AC water lines unless i i i • ■■■ ■I■■■ 111■I■11111■ ' ■ ■ 111111111■I■111 111■ ■11111111111 111■■ ■IIII■ ■ ■111IIIII■ ■■■111 111 111■ ■■■ ■■I■■111■ ■11111■IIIIII11111■■■111 ■ 11111■■ ■1111111■■I■ ■ ■■111■■ 111 ■■■ ■■I■■■■ ■ 11111■■ ■ ■111■I■ ■ 11111 ■ ■■IIIIIIIIIIIII■ ■■ ■■■ ■■1■■1■■ ■111■■■■1111111■■■■11111111111111111111 ■11111■ ■ 11111■■ ■■111111■ ■■■10101■ 11111111111 ■1111111■■11111■■ SUBSURFACE UTILITY ENGINEERING I UTILITY COORDINATION www.rios-grovp.com DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Mme❑ PLEu M=❑� MEll q PFM3 ❑:3 ❑ ❑ L11 Ll ®LLI LJ1 LEI � � � ❑❑� FIFT-1 = FFF1 FWU LELLLLL� ❑ = LLI performance of the QL "A" SUE work. Deliverables TR El El MM El EM EFIA=CAD =71� FFFFI=FF7 mTT-1 I 1 11 � I IHI I Tm=m=®❑TFFmE[I FTFI FTM ETIFFTM ® SEE TR El ❑®7❑-77❑Fm7FF] FTM= I I I h IN M=FFIF] ❑❑N ❑ FFM QTR❑ ❑®=❑ FTITFF]FM 7TEll] TT -1 MM7 Schedule ❑® ❑ F -M FM F -M ❑ = F] F] F1= TP ❑ TR ❑ 7TM FFTFI � 11M❑=FMLL LIL ❑❑� Proposed Fees TR ❑ LJ1 L = ❑ FFM m Sixteen Thousand Eight Hundred Fifty Dollars & 00/100 ($16,850.00)❑ A ❑ CT cost is included as "Table 1" for 71­F�� Please note that this estimate is based on an assumption of quantities. TRG will only invoice for quantities actually performed. This is a not -to -exceed amount. If it appears that quantities will be exceeded, TRG will notify B&N and request authorization to submit a supplemental agreement to increase the fee prior to proceeding with additional work. ❑ ❑==FMEE❑❑==== Eil= �Lfflll� 11 ❑EIII=� The Rios Group, Inc. IY 111 ' ■I■■■111■■ ' 11 ■ ' 11111111■ ■I■■■■■ SUBSURFACE UTILITY ENGINEERING I UTILITY COORDINATION www.rios-grovp.com DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB 0 Estimate for Subsurface Utility Engineering Morse Street THE RIo5Gwup Table 1 Direct Expenses Rate Units ;Unit Description ;Sub -Total Notes Admin./Permit ----- $500.00 _______T__________________1 0 ---------------- LS$ T__-------------------- Survey Option 1 -----------------------•------------ -$1.850 00-----i---- 1-----y------Daily�- -------------------------------------------------------- - - - ------------------------------ I $ 1,850.00 Survey Option 2 $1,850.00 1 Daily $ 1,850.00 $ 3,700.00 Sub -Total Rate Units I Unit Description; Sub -total QL "B","C&D"_ Option 1 00 $2.5.00 i21Daily______ Option 2 $2,500.00 1 ________________1$________5 Daily ; $ ------ -- 2,500.00 Sub -Total $ 7,500.00 SUE QL "A" (Test Holes) ------------------------------------------------------------- --------------- --------------------T--------------------- Depth In Pavement Using; Assumed Coring Machine Quantity ; Outside Pavement Assumed Quantity ' --------------------- 0-4 ft $ 1,150.00 ; 0 $_ 950.00 ; 2 $ 1,900.00 4-8 ft. $ 1.450.00 0 _ ----- _ y $ _ 1.250.00 ,-- 3 -y ___ ____ $-- -_-_-_3,750.00 8-12 ft. $ 1,750.00 0 I $ 1,550.00 I 0- $----------------- 12-18 ft. _1____________J____________J_______________A__ $ 2,500.00 ; 0 ------- $ 2,300.00 ; 0 $ QL "A" Sub -Total 5 $ 5,650.00 Total Estimated Cost = $ 16,850.00 Notes: 1. If Option 1 and Option 2 are completed in the field concurrently, only one day of survey will be needed SUBSURFACE UTILITY ENGINEERING I UTILITY COORDINATION 7400 Sand St. Fort Worth, TX 76118 1 817-345-7500 www.rios-group.com DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Exhibit 3 House Bill 89 - Government Code 2270 VERIFICATION L Steven D. sanders , the undersigned representative of Burgess & Niple, inc. Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named -above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes; and 2. "Company" means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. Steven D. Sanders Name of Company Representative (Print) slDoeuSigned by: -8.am�i5�i Z-viiiLpany Representative 5/22/2018 Date DocuSign Envelope ID: B289C80D-996F-4B4B-9914-193AEA2685CB Exhibit 4 Senate Bill 252 -Government Code 2252 CERTIFICATION L Steven D. sanders , the undersigned representative of Burgess & Niple, Inc. (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Organization, I will immediately notify the City of Denton's Materials Management Department. Steven D. Sanders Name of Company Representative (Print) DoeuSigned by: 093�HEECC501Siglyw_Representative 5/22/2018 5/22/2018 Date Certificate Of Completion Envelope Id: B289C8OD996F4B4B9914193AEA2685CB Subject: City Council Docusign Item - 6590-009 Morse Street Design Source Envelope: Document Pages: 59 Signatures: 6 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 5/22/2018 2:09:16 PM Signer Events Jamie Cogdell jamie.cogdell@cityofdenton.com Senior Buyer City Of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Steven D. Sanders steve.sanders@burgessniple.com Burgess & Niple, Inc. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/22/2018 2:40:50 PM ID: 8c4a5c49-5dc3-4642-888f-12df5306fac0 Larry Collister larry.collister@cityofdenton.com First Assistant City Attorney City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/26/2017 2:27:28 PM ID:01f5f868-f109-4e29-ad49-21db9046c882 Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Holder: Jamie Cogdell Jamie.Cogdell@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 [�/� O9B7AEEC0.50140A... Using IP Address: 159.63.2.158 Signed using mobile os"�ed ny iv F� A Using IP Address: 129.120.6.150 Completed Using IP Address: 129.120.6.150 EID—Signed 6� ey: i"ALt B770C711BAOD454... Using IP Address: 129.120.6.150 Docu -!F� i ■ SECURED Status: Completed Envelope Originator: Jamie Cogdell 901 B Texas Street Denton, TX 76209 Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 5/22/2018 2:36:46 PM Viewed: 5/22/2018 2:37:03 PM Signed: 5/22/2018 2:38:41 PM Sent: 5/22/2018 2:38:44 PM Viewed: 5/22/2018 2:40:50 PM Signed: 5/22/2018 2:52:34 PM Sent: 5/22/2018 2:52:38 PM Viewed: 5/24/2018 1:47:59 PM Signed: 5/24/2018 1:52:43 PM Sent: 5/24/2018 1:52:47 PM Viewed: 6/20/2018 8:47:21 AM Signed: 6/20/2018 8:49:35 AM Sent: 6/20/2018 8:49:40 AM Viewed: 6/20/2018 11:04:06 AM Signed: 6/20/2018 11:04:07 AM Signer Events Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In ❑erson Signer Events Editor Deliver❑ Events ❑gent Deliver- Events Chtermediar❑ Deliver❑ Events Certified Deliver Events CarCon Cop❑ Events Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature E—sianea ey tn.an.r owm Using IP Address: 129.120.6.150 Signature Status Status Status Status Status COPIED COPIED COPIED COPIED Timestamp Sent: 6/20/2018 11:04:11 AM Viewed: 6/21/2018 11:52:42 AM Signed: 6/21/2018 11:55:38 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 5/22/2018 2:52:37 PM Sent: 6/20/2018 8:49:39 AM Viewed: 6/20/2018 9:51:23 AM Sent: 6/21/2018 11:55:43 AM Viewed: 6/25/2018 9:11:08 AM Sent: 6/21/2018 11:55:44 AM Viewed: 6/26/2018 7:00:15 PM CarCon Cop❑ Events Lee Perry lee.perry@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ❑otar❑ Events Envelope Summar❑ Events Envelope Sent Certified Delivered Signing Complete Completed Status COPIED Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Timestamp Sent: 6/21/2018 11:55:46 AM Viewed: 7/4/2018 9:21:43 AM Timestamp Timestamps 6/21/2018 11:55:46 AM 6/21/2018 11:55:46 AM 6/21/2018 11:55:46 AM 6/21/2018 11:55:46 AM ❑airtent 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: Steven D. Sanders, Larry Collister, 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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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. Morse Street Road Diet 40&Fww� From Loop 288 to Mayhill Road DENTON Design Start: June 6, 2018 Est. Constr. Completion: November 27, 2020 6/1/2018 8/31/2018 11/30/2018 3/1/2019 5/31/2019 8/30/2019 11/29/2019 2/28/2020 5/29/2020 8/28/2020 11/27/2020 DESIGN ■ Contract Awarded Design Management Conceptual Design Preliminary Design Project on Hold Traffic Study Preliminary Redesign Final Design PROCUREMENT Bid Phase CONSTRUCTION Construction Phase RIGHT OF WAY ROW/Easement SURVEY Survey and SUE PERMITTING ■ SWPPP TDLR Review TDLR Inspection WATER Water Utilities 00 42 43 BID PROPOSAL Page 1 of 1 SECTION 00 42 43 PROPOSALFORM 7/30/2019 UNIT PRICE BID Road Diet Project Item Information Bidder's Proposal Bidlist Item No. Description Specification Section N0. Unit of Measure Bid Quantity Unit Price Extended Price SECTION 1- COMMON 1 1 Mobilization and Demobilization 01 70 00 LS 1 $100,000.00 $100,000.00 2 Storm Water Pollution Prevention Plan 01 57 13 LS 1 $15,000.00 $15,000.00 3 Temporary Project Sign 01 58 13 EA 3 $1,000.00 $3,000.00 4 Prepare/Restore ROW NCTCOG 203 LS 1 $150,000.00 $150,000.00 5 Street Sign Posts and Signs NCTCOG 201.2.3 LS 1 $10,000.00 $10,000.00 6 Sod NCTCOG 201.1, NCTCOG 204.5 SY 5300 $6.001 $31,800.00 7 Barricades, Warning Signs and Detours CoD Amendments 801, NCTCOG LS 1 $15,000.00 $15,000.00 201.3 8 Reestablish Pavement Striping TxDOT Item 678 LS 1 $30,000.00 $30,000.00 9 Allowance - Irrigation Restoration Special Conditions LS 1 $15,000.00 $15,000.00 Subtotal $369,800.00 SECTION 2 - WATER - Loop 288 to Mayhill 1 Excavation Protection NCTCOG 107.19.3 LF 1925 $3.50 $6,737.50 2 Salvage Fire Hydrant Assembly NCTCOG 107.25 EA 4 $850.00 $3,400.00 3 Salvage Existing Gate Valve NCTCOG 107.25 EA 6 $600.00 $3,600.00 4 8" Cut in Connection COD Amendment 501.14 EA 4 $3,000.00 $12,000.00 5 Fire Hydrant Assembly COD Amendments 502.3 EA 7 $6,000.00 $42,000.00 6 8" Gate Valve COD Amendments 502.6.2 EA 8 $2,000.00 $16,000.00 7 3" Water Service Connection COD Amendments 502.10.3-A EA 7 $625.00 $4,375.00 8 8" 0900 PVC Water COD Amendments 501.1, 501.7, LF 1925 $110.00 $211,750.00 501.7.4, 501.14, and 502.8 9 Concrete Pavement Repair NCTCOG 402.1 SY 100 $200.00 $20,000.00 10 Asphalt Pavement Repair NCTCOG 403.1 SY 75 $150.00 $11,250.00 Subtotal $331,112.50 SECTION 3 - PAVING & DRAINAGE 1 4" Concrete Sidewalk COD Amendment 305.2 SY 1520 $90.00 $136,800.00 2 Sidewalk ADA Curb Ramp NCTCOG 305.2 EA 14 $2,750.00 $38,500.00 3 Unclassified Excavation NCTCOG 203.2 CY 200 $50.00 $10,000.00 4 Demo Concrete Curb & Gutter LF 3700 $7.30 $27,010.00 5 6" Concrete Driveway NCTCOG 305.2 SY 400 $85.00 $34,000.00 6 Excavation Protection NCTCOG 107.19.3 LF 30 $3.50 $105.00 7 24" Class III RCP COD Amendment 501.1 LF 30 $180.00 $5,400.00 8 Connect Proposed RCP to ex. RCP NCTCOG 508.3 EA 1 $1,350.00 $1,350.00 9 10' CoD Recessed Curb Inlet NCTCOG 702 EA 1 $6,000.00 $6,000.00 5 9" Type B and 3" Type C Asphalt Pavement COD Amendments 301.5 and 302.9 SY 9050 $175.00 $1,583,750.00 / NCTCOG 302.9.6 4 11" Concrete Pavement TxDot Item 360 SY 400 $250.00 $100,000.00 6 12" Thk. Lime Stabilized Subgrade NCTCOG 301.2 SY 1 94501 $20.00 $189,000.00 7 Lime for Stabilized Subgrade NCTCOG 301.2 1 TONS 1 189 $200.00 $37,800.00 8 1 Unclassified Excavation NCTCOG 203.2 1 CY 1 80001 $30.00 $240,000.00 Subtotal $2,409,715.00 SECTION 4 - LIGHTING 1 Mount new Luminaire on existing pole Special Conditions EA 4 $1,750.00 $7,000.00 2 Mount new Luminaire on 35' White Concrete Pole w/ 8' Tapered Aluminum Arm Bracket to match existing poles Special Conditions EA 22 $7,250.00 $159,500.00 3 Ground Box TxDot Item 6078 EA 22 $700.00 $15,400.00 4 Electric Conduit TxDot Item 618 LF 3800 $6.50 $24,700.00 Subtotall $206,600.00 Bid Summary Section 1- Common $369,800.00 Section 2 - Water $331,112.50 Section 3 - Base Paving & Drainage $2,409,715.00 Section 4 -Lighting $206,600.00 Total Base: $3,317,227.50 END OF SECTION CITY OF DENTON STANDARD CONSTRUCnON SPECIFICATION DOCUMENTS Revised September 20, 2018 BID/ FILE NO. 6900 Go gle Maps Denton P OFT 15 � •. _ 1 of 1 '� �� � I _f"r'i � � i I Ilk a j 1 z 4 ` Imagery ©2019 Google, Map data ©2019 200 ft ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF A FIRST AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND BURGESS AND NIPLE, INC., AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON JUNE 19, 2018, IN THE NOT -TO -EXCEED AMOUNT OF $255,000; SAID FIRST AMENDMENT TO PROVIDE ADDITIONAL ENGINEERING SERVICES FOR THE MORSE STREET PROJECT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6590-009 — PROVIDING FOR AN ADDITIONAL FIRST AMENDMENT EXPENDITURE AMOUNT NOT -TO -EXCEED $88,000, WITH THE TOTAL CONTRACT AMOUNT NO -TO -EXCEED $343,000). WHEREAS, on June 19, 2018, the City Council awarded a contract to Burgess and Niple, Inc., in the amount of $255,000 for engineering services for the Morse Street Project for the City of Denton; and WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council that an amendment be authorized to amend such contract agreement with respect to the term of the agreement and an increase in the payment amount; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The First Amendment, increasing the amount of the contract between the City and Burgess and Niple, Inc., which is on file in the office of the Purchasing Agent, in the amount of Eighty -Eight Thousand and 0/100 ($88,000) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $343,000. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of 52019. CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY mm APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: DocuSign Envelope ID: 5E5D6CAD-0453-42E9-94F4-E3B5B9CF21 B3 I CITY OF DENTON Docusign City Council Transmittal Coversheet FILE 6590-009 File Name Morse street Expansion Purchasing Contact Laura Hermosillo City Council Target Date Piggy Back Option Not Applicable Contract Expiration Ordinance DocuSign Envelope ID: 5E5D6CAD-0453-42E9-94F4-E3B5B9CF21B3 FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND BURGESS & NIPLE, INC. FILE 6590-009 THE STATE OF TEXAS COUNTY OF DENTON THIS FIRST AMENDMENT TO CONTRACT 6590-009 ("Amendment") by and between the City of Denton, Texas ("City") and Burgess & Niple, Inc. ("Consultant"); to that certain contract executed on June 19, 2018, in the original not -to -exceed amount of $255,000 (the "Agreement"); for services related to the design of the Morse Street Expansion Project; WHEREAS, the City deems it necessary to further expand the services provided by Consultant to the City pursuant to the terms of the Agreement, and to provide an additional not -to -exceed amount $88,000 with this Amendment for an aggregate not -to -exceed of $343,000. FURTHERMORE, the City deems it necessary to further expand the goods/services provided by Consultant to the City; NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the "Parties"), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit "A" of this Amendment, attached hereto and incorporated herein for all purposes, for professional services related to the Morse Street Expansion, are hereby authorized to be performed by Consultant. For and in consideration of the additional services to be performed by Consultant, the Owner agrees to pay, based on the cost estimate detail attached as Exhibit "A" to this Amendment, a total fee, including reimbursement for non -labor expenses an amount not to exceed $88,000. 2. This Amendment modifies the Agreement amount to provide an additional $88,000 for the additional services with a revised aggregate not to exceed total of $343,000. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. 6590-009 Amendment #1 Page 1 of 2 DocuSign Envelope ID: 5E5D6CAD-0453-42E9-94F4-E3B5B9CF21B3 IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment electronically, by and through their respective duly authorized representatives and officers on this date 33 CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation RN TODD HILEMAN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY LO -A THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. "CONSULTANT" BURGESS & NIPLE, INC. OocuSigned by: By:SLI a!' bt,Vtn.�.ok A7378AE398BB4ED... STEVEN D. SANDERS, P.E., VICE PRESIDENT APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY EUocuSigned by: . Todd Estes 0658E4F8FB78476. SIGNATURE PRINTED NAME City Engineer TITLE Capital projects DEPARTMENT DocuSigned by: ByEp iwrAGll+awlls� 7F9D328BF0204E5... 6590-009 Amendment #1 Page 2 of 2 DocuSign Envelope ID: 5E5D6CAD-0453-42E9-94F4-E3B5B9CF21B3 EXHIBIT A BURGESS & NIPLE 3950 Fossil Creek Blvd. I Suite 210 1 Fort Worth, TX 76137 1817.3o6.1444 July 11, 2019 City of Denton, Texas 215 E McKinney St Denton TX 76201-4299 Attn: Giancarlo G. Patino, P.E., CFM RE: Scope of Services Revision Request, Rev #1 Morse Street Expansion Engineering Services: Design, Advertisement, Bidding, Award & Construction Admin. Purchase Order # 186323 Contract 6590-009 Contract Date 6/19/2018 B&N PROJECT NO. 56672 Mr. Patino: This letter is our formal request for a Scope of Services Revision for Professional Engineering Design Services. Justification After we made the preliminary design submittal, the City stopped the project because of issues with the property owner at the southeast corner of Morse Street and Kimberly Drive. The project has changed such that we will expend additional effort on the design plans as described in the attached amendment. Based upon the attached scope of work, the cost proposed for this amendment is $88,000.00. Please let me know if you have any questions or need additional information concerning this request. Respectfully submitted, BURGESS & NIPLE, INC. TBPE FIRM REGISTRATION NO. F-10834 6)d&;UW 60 William D. Wendland, P.E. Associate Director, Fort Worth Public Sector Attachments P:1PR566721PM1Contract1C01C01Worse Street Road Diet CO 1R1 -1 Contract Amendment Cover Letter 20190711.docx WN burgessniple.com DocuSign Envelope ID: 5E5D6CAD-0453-42E9-94F4-E3B5B9CF21B3 AGREEMENT AMENDMENT NO. 1 Professional Engineering Design Services for Morse Street Expansion Objective The objective of this Task Order is to authorize and direct ENGINEER to proceed with the work specified in the Scope of Services of this Task Order, in accordance with the provisions of Article I (A) of the Standard Agreement for Engineering Related Design Services between the parties hereto dated the 191" day of June, 2018 (FILE 6590-009), hereinafter referred to as the AGREEMENT. 2. Scope of Services After the ENGINEER made the preliminary design submittal, the CITY stopped the project because of issues with the property owner at the southeast corner of Morse Street and Kimberly Drive. ENGINEER is now directed to revise the design of Morse Street from Loop 288 to South Mayhill Road. This requires a traffic analysis and a re -design of the project. Previously, the ENGINEER had designed an asphalt overlay on Morse Street from Loop 288 to Kimberly Drive and half of the street from Kimberly Drive to South Mayhill Road. Now ENGINEER is to design full street and water line replacement from Loop 288 to Kimberly Drive. The project has changed such that ENGINEER will expend additional effort on the design plans as further described below: Rev #1 a. ENGINEER shall evaluate reducing the number of lanes on Morse Street from Loop 288 to South Mayhill Road. This effort will be accomplished entirely within the existing Agreement's Task 11.0, Miscellaneous Design Services. Traffic Counts 24-hour turning movement counts will be conducted at the intersections of Morse Street & SR 288 and Morse Street and South Mayhill Road. Counts will be conducted using video recording and processed through Miovision. 24-hour, AM peak and PM peak exhibits will be created for the corridor. Traffic Analysis Existing traffic counts will be expanded to a 20 -year design using annual growth factors. If possible, the growth factors will be developed using historic traffic counts. If counts are not available, growth factors will be estimated. Traffic analysis will be conducted to determine if the number of lanes on Morse Street can be reduced. AM and PM capacity analysis will be conducted at the two study intersections for two alternatives to determine the required lane use at the intersections and best way reduce lanes in the corridor. iii. Alternative Exhibits Exhibits will be prepared for two alternatives for the lane reduction and adjustment to the left turn lanes at the Morse and SR 288 intersection. The exhibits will be created on the existing aerial. Two iterations of each alternative are assumed. iv. Memo A brief memo will be prepared to summarize the traffic counts, capacity analysis and corridor geometry for Morse Street. b. ENGINEER shall perform the following design tasks, starting overwith the project's Preliminary Design phase: Page 1 of 3 DocuSign Envelope ID: 5E5D6CAD-0453-42E9-94F4-E3B5B9CF21B3 Rev #1 AGREEMENT AMENDMENT NO. 1 Professional Engineering Design Services for Morse Street Expansion i. The eastern portion of Morse Street at the intersection of Loop 288 & Morse Street shall be redesigned. The southernmost westbound lane is to be removed and the southernmost eastbound left -turn lane is to be removed and replaced with a wider median. Pedestrian crosswalks will be redesigned to fit the new intersection. ii. Morse Street shall taper down to the new standard 3 lanes across the Denton County business driveway. iii. A dedicated right -turn lane shall be added to eastbound Morse Street at the Kimberly Drive intersection. iv. The entire Morse Street between Loop 288 and South Mayhill Road shall be redesigned such that it will removed and replaced with new asphalt pavement. Additional Subsurface Utility Engineering is anticipated for this task. v. The water line and services that are under Morse Street between Loop 288 and Kimberly Drive will be designed to be replaced. vi. Sidewalks will be designed to be reconstructed adjacent to Morse Street where possible. Where there will not be a new sidewalk, a mid -block crossing will be added. New handicap ramps at all intersections will be required. vii. Morse Street between Kimberly Drive & South Mayhill Road shall be redesigned as a 3 -lane roadway (one lane in each direction with a continuous left -turn lane). viii. A right -turn only lane and corresponding right-of-way acquisition shall be added on the eastbound Morse Street & South Mayhill Road intersection. ix. New signage shall be added to reflect right turn lane on eastbound Morse Street approaching Loop 288. The traffic signal will need to be studied and possibly adjusted. Page 2 of 3 DocuSign Envelope ID: 5E5D6CAD-0453-42E9-94F4-E3B5B9CF21 B3 3 11 AGREEMENT AMENDMENT NO. 1 Professional Engineering Design Services for Morse Street Expansion Compensation $88,000.00 is added to the contract amount by individual tasks as shown: Task No. Task Description Current Fee Additional Fee Proposed Fee 1.0 Project Management $ 27,500 $ 9,300 $ 36,800 2.0 Conceptual Design $ 25,450 $ 0 $ 25,450 3.0 Preliminary Design $ 36,800 $ 31,000 $ 67,800 4.0 Final Design $ 31,650 $ 15,700 $ 47,350 5.0 Bid Phase $ 13,400 $ 0 $ 13,400 6.0 Construction Phase Services $ 36,300 $ 1,500 $ 37,800 7.0 ROW/Easement Services $ 13,800 $ 0 $ 13,800 8.0 Survey and SUE $ 26,250 $ 12,125 $ 38,375 9.0 Permitting $ 3,400 $ 1,225 $ 4,625 10.0 Water Design, Bidding & Const. Admin. $ 24,350 $ 17,150 $ 41,500 11.0 Miscellaneous Design Services $ 11,100 $ 0 $ 11,100 Totals: $ 250,000 $ 88,000 $338,000 See Attachment A for detailed breakdown of the above tasks. Notice to Proceed This Task Order shall become effective immediately upon its execution by both parties and shall constitute a NOTICE TO PROCEED. 5. Terms and Conditions All Terms and Conditions contained in the AGREEMENT are incorporated herein by reference. Executed this day of July. 2019. City of Denton: William Todd Estes, P.E. Director of Capital Projects Rev #1 Attachments Burgess & Niple, Inc. 7 Steven D. Sanders, P.E. Vice President P:1PR566721PM1CONTRACTICOICO 11MORSE STREET ROAD DIET CO 1 R1 - 2CONTRACT AMENDMENT SCOPE OF WORK.DOCX Page 3 of 3 M CD N CW Co J Ln m:L N C') L w_ U U- 2 c LU N CL V MLO LU �O L Q Q o Q� c O� Q O W C W c U O 0 a t'n N W �y m ' O O V fM0 OM W O OM aOD N tp OM aD W m OM OM M MM o M N nfA N O A fA t9N _ F C O y V r N N tp aD W d O K C y A W r � V N tlJ N O O a J d O N OI N M N M tD A a to V3 a fA O O b9 to O to tD t0 tD to A M M O m M O � � O O O (V to to R N N r O N NO N ap M N A N � N V � N a to O O OO N N O O M O MnONOO N O M cV 4,6 O N ci-- N O ON6 n O M O V nn eD N N IL r 8.2 d d rnrw W h N .o c w 0 W �d �W O C d N N O '^ � � d a v vm vv mvN o � L C V d � c f7 W J — N d 2.9 a c w d c o .- a` c w 'o v o N v N lw y d� a c _ 12 o le 2 m G $ U m H y o o U o a s E O d U c E r ua�E .,U E" ._ of 03 r rn c '� ._oda >m a DU o m m `m$ m ° a s w.. o' ED = ? mE.m `vc N rW C cd a O1 F d�r. o c a laoa� oto �A G d°c «2 Qo am OYU2. c 7NT GO. a¢r N�W° Oadc 5 m W 'EU EU � Ud vUO-cE pamu' d oc UO y��'OQodo admm' 3tn o�_ mlo �a o cc >�I m2 c6 Ko admttA �mc E"O midLL 9¢N E O W O d uawd', fO in 40 . d O Z m r N N V to OO.0 th M V vi M N r� vv o v N M a nN J -: o" �Metonro O CCC U am m O 52 a� �- I DocuSign Envelope ID: 5E5D6CAD-0453-42E9-94F4-E3B5B9CF21 B3 Exhibit B 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. Burgess & Ni pl e , Inc. 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. $ DacuSigned by: 11/27/2019 ��3�saEsssaaaEo... less with the governmental entity Date Certificate Of Completion Envelope Id: 5E5D6CAD045342E994F4E3B5B9CF21 B3 Subject: Please DocuSign: City Council Contract 6590-009 Amendment #1 - Morse Street Expansion Source Envelope: Document Pages: 9 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 11/26/2019 6:38:56 PM Signer Events Laura Hermosillo laura.hermosillo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark Bernhardt mark.bernhardt@burgessniple.com Chairman Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/27/2019 2:32:02 PM ID: 4ebb3f6a-4c43-4f08-88a6-fc8b27f7e1 ab Todd Estes Todd. Estes@cityofdenton.com City Engineer Capital Projects Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/27/2019 1:41:48 PM ID:22f2573b-c3e8-45de-9844-cccb52be456d 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 Holder: Laura Hermosillo laura.hermosillo@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 Io_.s�„en by. 1ka36666E LWA Signature Adoption: Pre -selected Style Using IP Address: 159.63.2.158 0656E4W676670... Signature Adoption: Drawn on Device Using IP Address: 174.206.10.105 Signed using mobile L(;,, Signature Adoption: Pre -selected Style Using IP Address: 47.184.81.15 Docu -!F� i ■ SECURED Status: Sent Envelope Originator: Laura Hermosillo 901 B Texas Street Denton, TX 76209 laura.hermosillo@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 11/26/2019 6:45:11 PM Viewed: 11/26/2019 6:45:17 PM Signed: 11/26/2019 6:45:20 PM Sent: 11/26/2019 6:45:22 PM Resent: 11/27/2019 2:31:26 PM Viewed: 11/27/2019 2:32:02 PM Signed: 11/27/2019 2:37:41 PM Sent: 11/26/2019 6:45:22 PM Viewed: 11/27/2019 1:41:48 PM Signed: 11/27/2019 1:42:13 PM Sent: 11/26/2019 6:45:22 PM Viewed: 11/26/2019 8:06:08 PM Signed: 11/26/2019 8:06:47 PM Signer Events Signature Timestamp Mack Reinwand Osne by Sent: 11/26/2019 6:46:37 PM mack.reinwand@cityofdenton.com ` � 11..Ak 1n_9D"_Q"8BF0204E5... Viewed: 11/27/2019 8:48:27 AM City of Denton Signed: 11/27/2019 8:54:29 AM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee Sent: 11/27/2019 2:37:43 PM cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd. Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-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 Chtermediar❑ Deliver❑ Events Status Timestamp Certified Deliver❑ Events Status Timestamp CarCon Cop❑ Events Status Timestamp Cheyenne Defee� Sent: 11/26/2019 6:45:22 PM cheyenne.defee@cityofdenton.com ED Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman Sent: 11/26/2019 6:45:22 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: CarCon Cop❑ Events Status Timestamp Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Annie Bunger Annie. 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McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2879, 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 purchase continued vendor support of the hosted Sierra Services platforms and associated hardware and software modules from Innovative Interfaces, Inc., which is the sole provider of this software, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7202 - awarded to Innovative Interfaces, Inc., in the five (5) year not -to -exceed amount of $392,686.66). City of Denton Page 1 of 1 Printed on 12/6/2019 powered by LegistarTM City of Denton City Hall I&I'Mmm215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: December 10, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to purchase continued vendor support of the hosted Sierra Services platforms and associated hardware and software modules from Innovative Interfaces, Inc., which is the sole provider of this software, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7202 — awarded to Innovative Interfaces, Inc., in the five (5) year not -to -exceed amount of $392,686.66). INFORMATIONBACKGROUND The City of Denton uses Innovative Interfaces Inc. for its Sierra Services platform for maintaining Library patron accounts, managing the Library collection, and processing fines and fees. It is essential for the City of Denton to upkeep current maintenance with the software vendor in order to ensure the availability of upgrades, software fixes, and access to knowledge and support resources. The Technology Services department could not identify any other vendors that could provide software maintenance for this application. The Sierra Services product cannot be purchased from any third party or supplier other than Innovative Interfaces Inc., as it is a proprietary product and requires Innovative' s knowledge and expertise to install and maintain. Section 252.022 of the Local Government Code provides that procurement of sole source commodities and services are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. RECOMMENDATION Award with a contract to Innovative Interfaces, Inc., as a sole source supplier, for continued vendor support of the hosted Sierra Services platforms and associated hardware and software modules in an amount not to exceed $392,686.66. Year 1 Year 2 Year 3 Year 4 Year 5 Sierra Maintenance: $56,150.36 $58,957.88 $61,905.77 $65,001.06 $68,251.11 Sierra Cloud Hosting Subscription: $8,455.45 $8,878.22 $9,322.13 $9,788.24 $10,277.65 Subtotal: $64,605.81 $67,836.10 $71,227.90 $74,789.30 $78,528.76 10% Contingency: $6,460.581 $6,783.61 $7,122.79 $7,478.93 $7,852.876 Total: $71,066.39 $74,619.71 $78,350.69 $82,268.23 $86,381.64 Contract Total (5 years): $392,686.66 PRINCIPAL PLACE OF BUSINESS Innovative Interfaces, Inc. Emeryville, CA ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These services will be funded from Technology Services operating account 830400.6504. Requisition #144836 has been entered into the Purchasing software system. The budgeted amount for this item is $392,686.66. FxHIRITC Exhibit 1: Agenda Information Sheet Exhibit 2: Quote Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 349-7100 Purchasing Manager For information concerning this acquisition, contact: Melissa Kraft, 349-7823. Legal point of contact: Mack Reinwand at 940-349-8333. iii innovative Innovative Interfaces Incorporated 1900 Powell St. Suite 400 Emeryville CA 94608 United States Bill To Trey Ford Denton Public Library 502 Oakland St. Denton TX 76201 United States Ship To Trey Ford Denton Public Library 502 Oakland St. Denton TX 76201 United States Item Item Categ... Qty Description -' Sierra Maintenance 1 Sierra Maintenance Maintenance Renewal Staff User I Maintenance 50 Staff User Licenses Maintenance Licenses Maintenance Renewal Quote Page 1 of 3 Quote # SO-INC23424 Terms Net 30 Po # SIP2 Interface Maintenance Renewal Start Date 11/1/2019 Renewal End Date 10/31/2020 Site Code dentp Unlimited Maintenance 1 Unlimited Web OPAC user licenses Web OPAC user licenses SIP2 Interface I Maintenance 16 SIP2 Interface Maintenance Maintenance Interface Scoping Maintenance 3 Scoping Sierra EDI / Maintenance 1 Sierra EDI/EDIFACT Ordering and Invoici EDIFACT Module Maintenance Ordering / Automatic Maintenance Invoicing Maint. Sierra Maintenance 1 Sierra Enterprise Backup Maintenance Enterprise Backup Maintenance RFID / Item Maintenance 1 RFID / Item Status API Maintenance Status API Maintenance Teleforms Maintenance 1 Teleforms Batch Maintenance interface for loading MARC records Online Maintenance Message Log for Batch Bib Interface Authority Maintenance Control Option Online Public Maintenance Access Catalog Module (OPAC) Automatic Maintenance Authorities 1 Batch interface for loading MARC records 1 Online Message Log for Batch Bib Interfai 1 Authority Control Option 1 Online Public Access Catalog Module (OF 1 Automatic Authorities Processing Currency US Dollar 11H innovative Renewal Quote Page 2 of 3 Quote # SO-INC23424 Innovative Interfaces Incorporated 1 Homebound Patron /Remote Patron Homebound 1900 Powell St. Patron / 0.00 Suite 400 0.00 Patron Maint. Emeryville CA 94608 Acquisitions Maintenance United States 1 Acquisitions Module Item Item Categ... Qty Maintenance .- Processing 1 Electronic Serials Invoicing Resequence Maintenance 1 Resequence attached records by location attached records by location Synchronize Maintenance 1 Synchronize bibliographic locations bibliographic locations Web OPAC Maintenance 1 Web OPAC Menus (Languages) Menus (Languages) Community Maintenance 1 Community Information Database option Information Database option Reports Maintenance 1 Reports Cataloging Maintenance 1 Cataloging File Transfer Maintenance 1 File Transfer Software Software OCLC Maintenance 1 OCLC Interactive Via the Network Interactive Via the Network Web Access Maintenance 1 Web Access Management Management Z39.50 Client Maintenance 1 Z39.50 Client / Client Broadcast / Server / Client Broadcast / Server OPAC Export Maintenance 1 OPAC Export Circulation Maintenance 1 Circulation Sierra Maintenance 1 Inventory Control Module Inventory Control Maintenance Offline Maintenance 1 Offline Circulation Circulation Circ Notices Maintenance 1 Circ Notices via E -Mail Option via E -Mail Option Sierra Classic Maintenance ' 1 Collection Agency Interface Collection Agency Maintenance Sierra Maintenance 1 Homebound Patron /Remote Patron Homebound Maintenance Patron / 0.00 Remote 0.00 Patron Maint. Acquisitions Maintenance 1 Acquisitions Module Maintenance Electronic Maintenance 1 Electronic Serials Invoicing Serials Invoicing Languages Spanish 0.00 1 0.00 0.00 1 0.00 0.00 1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 •mss � n n ova t'ive Renewal Quote Page 3 of 3 Quote # SO-INC23424 Innovative Interfaces Incorporated 1900 Powell St. Suite 400 Emeryville CA 94608 United States Item 9001V Item Categ... Qty .- Options Interlibrary Maintenance 1 Interlibrary (ILL) Loan Module 0.00 0.00 (ILL) Loan Module Sierra Patron Maintenance 1 Patron API (URL) 0.00 0.00 API Maintenance Online Patron Maintenance 1 Online Patron Registration 0.00 0.00 Registration Maintenance Serials Maintenance 1 Serials 0.00 0.00 Ecommerce Maintenance 1 Ecommerce 0.00 0.00 Spell Check Maintenance 1 Spell Check Languages: 0.00 0.00 English AirPAC Maintenance 1 AirPAC 0.00 0.00 Sierra Maintenance 1 Floating Collections 0.00 0.00 Floating Collections Maintenance Sierra Maintenance1 Sierra Enterprise Backup Maintenance Enterprise 0.00 0.00 Enterprise Back Up Backup I Options: Maintenance Enterprise API Advanced Maintenance 1 Advanced Keyword Index Method II 0.00 0.00 Keyword Index Method 11 Community Maintenance 1 Community Reviews 0.00 0.00 Reviews URL checker Maintenance 1 URL checker 0.00 0.00 RSS Maintenance 1 RSS FeedBuilder 0.00 0.00 FeedBuilder My Record Maintenance 1 My Record Feeds 0.00 0.00 Feeds Unlimited Maintenance 1 Unlimited Data License 0.00 0.00 Data License L1 November 2019 - 31 October 2020 Total US$56,150.36 THIS INFORMATION IS CONFIDENTIAL BETWEEN THE PARTY IDENTIFIED AS'BILLTO'ABOVE AND INNOVATIVE INTERFACES Notes: 1. The prices quoted may be subject to change where new software has been purchased or changes have been made to existing software. 2. Taxes are not included in the quoted price but, if applicable, may be charged by Innovative at the point of invoicing. ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO PURCHASE CONTINUED VENDOR SUPPORT OF THE HOSTED SIERRA SERVICES PLATFORMS AND ASSOCIATED HARDWARE AND SOFTWARE MODULES FROM INNOVATIVE INTERFACES, INC, WHICH IS THE SOLE PROVIDER OF THIS SOFTWARE, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000 SHALL BE AWARDED BY THE GOVERNING BODY; AND PROVIDING AN EFFECTIVE DATE (FILE 7202 — AWARDED TO INNOVATIVE INTERFACES, INC., IN THE FIVE (5) YEAR NOT -TO -EXCEED AMOUNT OF $392,686.66). 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 bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 7202 Innovative Interfaces, Inc. $392,686.66 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only 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 bids. 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 purchase and execute any contracts relating to the items specified in Section 1 and the expenditure of funds 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 File 7202 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. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2019. CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY IM APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: G !�'w City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 %Iiiiimlim� www.cityofdenton.com DENTON Legislation Text File #: ID 19-2776, 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 Lessek Enterprises, LLC dba Impress Graphics, for printing services for the City of Denton City Manager's Office; providing for the expenditure of funds therefor; and providing an effective date (RFP 6977 - awarded to Lessek Enterprises, LLC dba Impress Graphics, for one (1) year, with the option for three (3) additional one (1) year extensions, in the total four (4) year not -to -exceed amount of $2,900,000). City of Denton Page 1 of 1 Printed on 12/6/2019 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: December 10, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute a contract with Lessek Enterprises, LLC dba Impress Graphics, for printing services for the City of Denton City Manager's Office; providing for the expenditure of funds therefor; and providing an effective date (RFP 6977 — awarded to Lessek Enterprises, LLC dba Impress Graphics, for one (1) year, with the option for three (3) additional one (1) year extensions, in the total four (4) year not -to -exceed amount of $2,900,000). RFP INFORMATION/BACKGROUND On July 26, 2019, the City of Denton issued a Request for Proposals (RFP) 6977 on behalf of the City Manager's Office (CMO) to solicit proposals for the printing services currently being done by the City's Reprographics Division. The RFP was issued to determine if private -sector vendors could be utilized to provide organization -wide printing services at a lower cost than is currently being provided by the City's in-house Reprographics Division. The RFP Scope of Work included pricing per impression for the City's current volume, the offset printing currently being outsourced to multiple vendors, and an option for on- site operation of the City's print shop and equipment. The range of options in the pricing structured allowed staff to analyze different service delivery methods and make a recommendation that would be the best value for the City. Responses were due by August 20, 2019. The responses received were compared with pricing from the City's Reprographics Division. The current Reprographics Division cost model was not competitive with two of the responding vendors (see chart below). Additionally, analysis found that the utilization of Reprographics for printing services has declined sharply over the previous two years. This is due to the inability of Reprographics to respond to large or complex print jobs, particularly if those print jobs are required an expedited completion. Respondents to the RFP submitted pricing for a spectrum of print types, each with an assigned volume (i.e. number of unites printed). The total cost submissions for the respondents are below: Impress Graphics M � Denton $404,005 University of North Texas Printing Denton $477,484 Reprographics (currently used) Denton $696,538 Ricoh USA Dallas $801,990 Estimated annual print service costs based on historical print volumes are as follows: Year 1 $725,000 Year 2 $725,000 Year 3 $725,000 Year 4 $725,000 TOTAL $2,900,000 Requests for Proposals was sent to 152 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. Four (4) proposals were received, only three (3) meeting specifications. The proposals were evaluated based upon published criteria including deliver and project schedule, compliance with specifications, probably performance, and price. Based upon this evaluation, Lessek Enterprises, LLC dba Impress Graphics was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 015 - ADDRESSING, COPYING, MIMEOGRAPH, AND SPIRIT DUPLICATING MACHINE SUPPLIES Notifications sent for Solicitation sent in IonWave: 152 Number of Suppliers that viewed Solicitation in IonWave: 16 HUB -Historically Underutilized Business Invitations sent out: 10 SBE -Small Business Enterprise Invitations sent out: 45 Responses from Solicitation: 4 Responses from Solicitation that meetspecifications: 3 RECOMMENDATION Award a contract with Lessek Enterprises, LLC dba Impress Graphics, for printing services for the City of Denton City Manager's Office, in a one (1) year with the option for three (3) additional one (1) year extensions, in the total four (4) year not -to -exceed amount of $2,900,000. ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for three (3) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These products and services will be funded through the using department's budget on an as needed basis. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: LLC Members Exhibit 4: Presentation Exhibit 5: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Ryan Adams, 940-349-8565. Legal point of contact: Mack Reinwand at 940-349-8333. Exhibit 2 RFP 6977 - Pricing Evaluation for Printing Services Respondent's Business Name: Principal Place of Business (City and State): Impress Graphics (Lessek Enterprises LLC) Denton, TX Ricoh USA Dallas, TX UNT Printing & Distribution Solutions Denton, TX Line # Description QTY UOM Unit Extended Unit Extended Unit Extended 1 Part A 1 EA $526.69 $255,890.91 $604.69 $299,629.19 $687.60 $642,835.84 1.1 Black & White 8.5" x 11", 24 lb bond, simplex 71,550 EA $0.08 $5,724.00 $0.03 $2,146.50 $0.10 $7,155.00 1.2 Black & White 8.5" x 11", 24 lb bond, duplex 286,200 EA $0.13 $37,206.00 $0.05 $14,310.00 $0.17 $48,654.00 1.3 Black & White 11" x 17", 24 lb bond, simplex 30,650 EA $0.13 $3,984.50 $0.06 $1,839.00 $0.17 $5,210.50 1.4 Black & White 11" x 17", 24 lb bond, duplex 122,650 EA $0.18 $22,077.00 $0.10 $12,265.00 $0.29 $35,568.50 1.5 Color 8.5" x 11", 24 lb bond, simplex 47,900 EA $0.20 $9,580.00 $0.15 $7,185.00 $0.48 $22,992.00 1.6 Color 8.5" x 11", 24 lb bond, duplex 191,500 EA $0.30 $57,450.00 $0.28 $53,620.00 $0.93 $178,095.00 1.7 Color 11" x 17", 24 lb bond, simplex 20,500 EA $0.25 $5,125.00 $0.30 $6,150.00 $0.54 $11,070.00 1.8 Color 11" x 17", 24 lb bond, duplex 82,000 EA $0.35 $28,700.00 $0.56 $45,920.00 $0.94 $77,080.00 1.9 Brochures, 24 lb bond, 80 lb Gloss -coated text, duplex, tri -fold, full bleed 23,260 EA $0.35 $8,141.00 $0.48 $11,164.80 $0.61 $14,188.60 1.10 Envelopes, 10 lb plain/window, black and white with color logo 27,100 EA $0.30 $8,130.00 $0.33 $8,943.00 $0.70 $18,970.00 1.11 Forms/Carbonless, 2-3 part 37,150 EA $0.30 $11,145.00 $0.221 $8,173.00 $0.96 $35,664.00 1.12 Business Cards, color 4/0, 110 lb cardstock, simplex 129,000 EA 1 $0.04 $5,160.00 $0.05 $6,450.00 $0.12 $15,480.00 1.13 Posters, 11" x 17" - 12" x 18", 110 lb cardstock 550 EA $0.75 $412.50 $0.45 $247.50 $0.69 $379.50 1.14 Posters, 24" x 36" and larger, 110 lb Color 2,300 EA $5.00 $11,500.00 $30.00 $69,000.00 $34.50 $79,350.00 1.15 "Denton Connection Newsletter - Color 4/4, duplex Paper size: 7.5"" x 14"" Paper type: 24 lb text Finishing: double -fold" 1,800 EA $0.40 $720.00 $0.65 $1,170.00 $1.00 $1,800.00 1.16 "Senior Center Newsletter - 20 pages (1 color cover 4/4, black & white inside pages, duplex) Paper size: 11"" x 17"" Paper type: 24 lb text Finishing: cover insert, saddle -stitch" 7,800 EA $1.25 $9,750.00 $0.95 $7,410.001 $2.25 $17,550.00 1.17 "Library Newsletter - 8 pages black & white 1/1, duplex Paper size: 11"" x 17"" Paper type: 24 lb Astrobright Finishing: saddlestitch" 18,000 EA $0.65 $11,700.00 $0.63 $11,340.00 $0.80 $14,400.00 1.18 "Training Resource Guide - 120 pages (4 color, 116 black & white), duplex Paper size: 8.5"" x 11 "", 5 bank mylar tabs Paper type: Front/Back Cover - 110 lb cover, inside - 24 lb text; 11 black & white tabs per book Finishing: 14mm GBC coil binding, insert color pgs, tabs" 400 EA $9.43 $3,772.00 $9.50 $3,800.00 $19.20 $7,680.00 1.19 Proposed Annual Program of Services - 129 pgs. (4/4 color 30% coverage internal pgs. Full bleed/coverage front cover), duplex Paper size: 8.5""x11"", 5 bank mylar tabs Paper type: Front/Back Cover - 110 lb cover; inside - 24 lb text; 10 black & white tabs per book Finishing: 22mm GBC coil binding, full bleed front cover, tabs" 40 EA $14.25 $570.00 $45.62 $1,824.80 $34.90 $1,396.00 1.20 Annual Program of Services - 346 pgs. (4/4 color 30% coverage internal pgs. Full bleed/coverage front cover), duplex Paper size: 8.5""x11"", 5 bank mylar tabs Paper type: Front/Back Cover - 110 lb cover, inside - 24 lb text, 25 color 4A tabs per book Finishing: 33mm GBC coil binding, full bleed front cover, duplex color tabs" 30 EA $48.46 $1,453.80 $103.631 $3,108.90 $109.30 $3,279.00 1.21 "Comprehensive Annual Financial Report - 162 pgs. (4/4 color 30% coverage internal pgs. Full bleed/coverage front cover), duplex Paper size: 8.5""x11"' ; 5 bank mylar tabs Paper type: Front/Back Cover - 110 lb cover; inside - 24 lb text; 10 black & white tabs per book Finishing: 18mm GBC coil binding, full bleed front cover, insert tabs" 45 EA $28.51 $1,282.95 $52.36 $2,356.20 $39.40 $1,773.00 1.22 "City Strategic Plan - 40-42 pgs. (4/4 color full bleed throughout), duplex Paper size: 11""x17"" for bleed; 8.5""x11"" finished Paper type: FrpntBack Cover - 110 lb cover; inside - 80 lb gloss text Finishing: 14mm GBC coil binding/side punch, bleed throughout" 40 EA $4.24 $169.60 $17.78 $711.20 $14.90 $596.00 1.23 "Utility Rate Plan - 184 pgs. (4/4 color 30%), duplex Paper size: 8.5""x11"' ; 5 bank mylar tabs Papery type: Front/Back Cover - 110 lb cover; inside - 24 lb text; 18 black & white tabs per book" 60 EA $22.24 $1,334.40 $62.90 $3,774.00 $47.00 $2,820.00 1.24 "Service Awards - Setup and print: Color invitations, merge/print name badge labels, Design/layout/print of programs Paper size: Invitations - 8.5""x5.5"' ; 8 -up white name badge labels, 8.5""x11"" programs Paper type: Invitations - 110 lb Cardstock; 8 -up white name badge labels, programs - 80 lb gloss text Finishing: Programs - saddlestitch, folded to 8.5""x5.5""" 200 EA $14.50 $2,900.00 $14.50 $2,900.00 $14.50 $2,900.00 1.25 "Fire EMS Protocol Manual 1 - 152 pgs. (black & white), clear cover, tabs, duplex Paper size: 8.5""x11"' ; 5 bank mylar tabs Paper type: Front/Back Cover - 110 lb cover; inside - 24 lb text; 11 black & white tabs per book Finishing: 14mm GBC coil binding, insert color pgs, tabs" 40 EA $11.57 $462.80 $13.101 $524.00 $18.80 $752.00 1.26 "Fire EMS Protocol Manual 2 - 152 pgs. (black & white), clear cover, tabs, duplex Paper size: 8.5""x5.5"' ; 5 bank mylar tabs Paper type: Front/Back Cover - 110 lb cover; inside - 24 lb text; 11 black & white tabs per book Finishing: 14mm GBC coil binding, insert color pgs, tabs (cut to book size)" 30 EA $11.64 $349.20 $9.30 $279.00 $9.40 $282.00 1.27 "Council Reference Guide - 378 pgs. (Color cover; black & white inside), duplex Paper size: 8.5""x11 "' ; 5 bank mylar tabs Paper type: Front/Back Cover - 110 lb cover 4/0; inside - 24 lb text; 10 black & white tabs per book Finishing: 22mm GBC coil binding, insert tabs" 15 EA $16.84 $252.60 $23.90 $358.50 $97.00 $1,455.00 1.28 Three -hole punch 10,854 EA $0.04 $434.16 $0.01 $108.54 $0.15 $1,628.10 1.29 Coil Binding 3,264 EA $1.25 $4,080.00 $1.50 $4,896.00 $2.66 $8,682.24 1.30 Saddlestich 22,000 EA $0.02 $440.00 $0.251 $5,500.00 $1.10 $24,200.00 1.31 Folding 38,785 EA $0.04 $1,551.40 $0.051 $1,939.25 $0.04 $1,551.40 1.32 Cost to nm delivery to/from Denton City Hall once per work day 1 EA $16.50 $16.50 $16.501 $16.50 $16.50 $16.50 1.33 Cost to run delivery to other City facilities (all located within Denton City limits) 1 EA $16.50 $16.50 $16.50 $16.50 $16.50 $16.50 1.34 Cost for variable data service pricing 1 EA $75.00 $75.00 $67.00 $67.00 $67.00 $67.00 1.35 1 Cost for design or alterations 1 EA $75.00 $75.00 $65.00 $65.00 $67.00 $67.00 1.36 Same day print date/variable job type 1 EA $150.00 $150.00 $50.00 $50.00 $67.00 $67.00 2 Part B 1 EA $0.19 $9,610.00 $0.17 $8,510.00 $0.42 $20,650.00 2.1 "Water Quality Report - Color 4/2; 17" x 14" Gloss text no less than 20# Fold in half, then double fold; Tabbed for mailing. " 48,000 EA $0.12 $5,760.00 $0.12 $5,760.00 $0.35 $16,800.00 2.2 "Utility Rate Brochure - 8.5"x11" white, 24-1b paper FULL COLOR 4/4, Full bleed" 55,000 EA $0.07 $3,850.00 $0.051 $2,750.00 $0.07 $3,850.00 3 PartC 11 EA 1 $1,098.60 $138,504.00 $1,098.60 $169,344.29 $1,098.60 $138,504.00 3.1 Full -Service Management, Labor, and Operation of City's In -House print shop and equipment 12 EA $1,038.00 $12,456.00 $1,038.00 $12,456.00 $1,038.00 $12,456.00 3.2 Labor Cost for working Foreman/Supervisor for printing 2,080 EA $31.16 $64,812.80 $31.16 $64,812.80 $31.16 $64,812.80 3.3 1 Labor Cost for Print Technician 2,080 EA $29.44 $61,235.20 $29.44 $61,235.20 $29.44 $61,235.20 Total: BAFO $404,004.91 $477,483.48 BAFO $801,989.84 Contract Total (4 years): $2,900,000.00 Evaluation Impress Graphics (Lessek Enterprises LLC) Ricoh USA UNT Printing & Distribution Solutions 1 Delivery/Project Schedule 20% 19 16 18 2 Compliance with specifications, quality, reliability, characteristics to meet stated or implied needs 30% 21 24 25 3 Indicators of Probable Performance under contract 10% 12 9 7 4 Price, Total Cost of Ownership 40% 40 34 20 Total: 1 92 83 70 6977 Addendum 1- Page 1 UCC Business Organizations Trademarks Notary Account HelplFees Briefcase Logout BUSINESS ORGANIZATIONS INQUIRY -VIEW ENTITY Filing Number: 801106577 Original Date of Filing: April 5, 2009 Formation Date: NIA Tax ID: 32039250801 Duration: Perpetual Name: Lessel; Enterprises LLC Address: 733 FORT WORTH DR 5TE 100 DENTON, TX 76201-7100 USA Entity Type: Domestic Limited Liability Company (LLC) Entity Status: In existence FEIN: 1, REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT Last Update Name Tdle August S. 2018 SCOTT A KESSEL MEMBER August S. 2D18 PHYLLIS L KESSEL MEMBER Order Return to Search Instructions: 4 To place an orde r for addition al itdormation abouta filing press the'Ordi button. D Dl =I 9 AV s Presentation Summary • Background is RFP Results • Recommendation • Timeline -P".. DENTON Reprographics Background • Reprographics is in the in-house print shop • Staffed at 1.75 FTE • Responsible for: 1. Print Services producing print job materials for departments and divisions 2. Copier Management Function for City facilities and employees • This function was recently transitioned to Tech Services and outsourced for a Comprehensive Managed Print Contract at the Nov. 19 City Council meeting to leverage efficiencies, reduce costs, achieve standardization, increase reliability, and protect the City's network • Today, recommending an award to an outsourced vendor for Print Services after an RFP and evaluation process 407L. L. DENTON Reprographics Challenges • Reprographics use is declining compared to outside print service vendors • Reprographics has decreased from representing 78% of total Citywide print sales to 40% Reprographics Sale of Documents Revenue Outside Vendor Sale of Documents (less Utility Bills) Total (less Utility Bills) Reprographics % of Total f 14-," 15-161111F16-1 17-1E $260,528 $263,108 $245,837 $223,927 $213,412 $74,140 $64,016 $162,683 $252,326 $318,534 $334,667 $327,125 $408,520 $476,253 $531,946 78% 80% 60% 47% 40% • Cannot leverage economies of scale for large/complex jobs due to lack of equipment and personnel • Maintenance and replacement of aging equipment fleet • Costs not competitive with private -sector based upon recent RFP 40 DE� Note: Outside Vendors listed above are known vendors, this number may not be comprehensive of all City funded outside print work. RFP Responses to Print Services • RFP included a representative sample of print jobs from across the organization that would be requested throughout the fiscal year o Pricing provided was based on a per unit cost based on the job type and quantity requested in the RFP o Reponses are provided below: Resnnndng Snn r � Impress Graphics UNT Printing Reprographics (Currently Used) Ricoh USA Denton $404,005 Denton $477,484 Denton $696,538 Dallas $801,990 Conclusions • Personnel and equipment costs are likely to rise • Reprographics recovery costs are not competitive with private sector • Departments are increasingly opting for private -sector printing • Large or complex jobs such as city-wide mailing • Fast turnaround during peak periods 407".. DENTON 11111111111111116 Staff Recommendation and Timeline • Proceed with contract with Impress for Print Services as lowest -cost, qualified vendor • Annual amount of $725,000 • Wind -down and cease Reprographics operations • Inventory and Auction/Repurpose Equipment and Supplies • Repurpose basement space • Relocate 1 FTE to another department and eliminate 1 PT employee • Anticipated to be transitioned by Jan. 1, 2020 • Dec. 3 — contract considered by Council • Jan. 1 — full implementation of contract • Jan. 15 — last day for Repro operations • Jan. 31 — All assets in Reprographics properly disposed 417%1 I DENTON ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH LESSEK ENTERPRISES, LLC DBA IMPRESS GRAPHICS, FOR PRINTING SERVICES FOR THE CITY OF DENTON CITY MANAGER'S OFFICE; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6977 — AWARDED TO LESSEK ENTERPRISES, LLC DBA IMPRESS GRAPHICS, FOR ONE (1) YEAR, WITH THE OPTION FOR THREE (3) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FOUR (4) YEAR NOT -TO -EXCEED AMOUNT OF $2,900,000). WHEREAS, the City has solicited, received, and evaluated competitive proposals printing services for the City of Denton City Manager's Office; 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 6977 Lessek Enterprises LLC dba Impress Graphics $2,900,000 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 Ali APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: Q L�,��v� 2019. DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 I CITY OF DENTON Docusign City Council Transmittal Coversheet RFP 6977 File Name Printing services Purchasing Contact Lori Hewell City Council Target Date Piggy Back Option Yes Contract Expiration Ordinance DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND LESSEK ENTERPRISES, LLC. dba IMPRESS GRAPHICS (CONTRACT 6977) THIS CONTRACT is made and entered into this date , by and between LESSEK ENTERPRISES, LLC. dba IMPRESS GRAPHICS a Texas Limited Liability Company, whose address is 733 FORT WORTH DR., SUITE 100, DENTON, TX 76201, 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 6977 - Printing Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton's RFP 6977 (Exhibit "B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Insurance Requirements (Exhibit "D"); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor's Proposal (Exhibit "F"); (g) Form CIQ — Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier's signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier's signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER DocuSigned by: BY:E66f 4sstl '61304E_74F4430,.. AUTHORIZED SIGNATURE Scott Kessel Printed Name: Title: owner 940-442-6612 PHONE NUMBER scott@impress-graphics.com F*lIL ADDRES sco impress-grap ics.com TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER Contract # 6977 CITY OF DENTON, TEXAS TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY i APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY DocuSigned by: 17F9Q328QF0204E5 ,,� FdAW-.A.L BY: . THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSigned by: Sar4 6ulAjir 38042lE9664D44D... SIGNATURE Sarah I<uechler PRINTED NAME Director of Public Affairs/IGR TITLE Public Affairs DEPARTMENT DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $2,900,000. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional three (3) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier's request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed 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. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. 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, Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's 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 Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. 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 Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 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 Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the 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 Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local 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 Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the 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 # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to 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 Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. 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 Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that 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, Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or 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 Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 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 solicitation as defined in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 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 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. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday 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. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. 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. IOa - IOd) 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 Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 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 hM2://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 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 Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 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 Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 Exhibit D INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at 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 and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 [ ] 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 # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 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 # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 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 # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing(ii)cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Contract # 6977 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 Exhibit F RFP 6977 Printing Services Best and Final Offer IMPRESS GRAPHICS Line # Description QTY UOM Unit 1 Part A 1 EA 1.1 Black & White 8.5" x 11", 24 Ib bond, simplex 71550 EA $0.08 1.2 Black & White 8.5" x 11", 24 Ib bond, duplex 286200 EA $0.13 1.3 Black & White 11" x 17", 24 Ib bond, simplex 30650 EA $0.13 1.4 Black & White 11" x 17", 24 Ib bond, duplex 122650 EA $0.18 1.5 Color 8.5" x 11", 24 Ib bond, simplex 47900 EA $0.20 1.6 Color 8.5" x 11", 24 Ib bond, duplex 191500 EA $0.30 1.7 Color 11" x 17", 24 Ib bond, simplex 20500 EA $0.25 1.8 lColor 11" x 17", 24 Ib bond, duplex 82000 JEA $0.35 1.9 lBrochures, 24 Ib bond, 80 Ib Gloss -coated text, duplex, tri -fold, full bleed 23260 EA $0.35 1.10 1 Envelopes, 10 Ib plain/window, black and white with color logo 27100 EA $0.30 1.11 Forms/Carbonless, 2-3 part 37150 EA $0.30 1.12 1 Business Cards, color 4/0, 110 Ib cardstock, simplex 129000 EA $0.04 1.13 jPosters, 11" x 17" - 12" x 18", 110 Ib cardstock 550 EA $0.75 1.14 IPosters, 24" x 36" and larger, 110 Ib Color 2300 EA $5.00 "Denton Connection Newsletter - Color 4/4, duplex Paper size: 7.5"" x 14"" Paper type: 24 Ib text 1.15 Finishing: double -fold" 1800 EA $0.40 "Senior Center Newsletter - 20 pages (1 color cover 4/4, black & white inside pages, duplex) Paper size: 1.16 11"" x 17"" Paper type: 24 Ib text Finishing: cover insert, saddle -stitch" 7800 EA $1.25 "Library Newsletter - 8 pages black & white 1/1, duplex Paper size: 11"" x 17"" Paper type: 24 Ib 1.17 Astrobright Finishing: saddlestitch" 18000 EA $0.65 "Training Resource Guide - 120 pages (4 color, 116 black & white), duplex Paper size: 8.5"" x 11"", 5 bank 1.18 mylar tabs Paper type: Front/Back Cover - 110 Ib cover, inside - 24 Ib text; 11 black & white tabs per book Finishing: 14mm GBC coil binding, insert color pgs, tabs" 400 EA $9.43 "Proposed Annual Program of Services - 129 pgs. (4/4 color 30% coverage internal pgs. Full bleed/coverage front cover), duplex Paper size: 8.5""x11"", 5 bank mylar tabs Paper type: Front/Back Cover - 110 Ib cover; 1.19 inside - 24 Ib text; 10 black & white tabs per book Finishing: 22mm GBC coil binding, full bleed front cover, tabs" 40 EA $14.25 "Annual Program of Services - 346 pgs. (4/4 color 30% coverage internal pgs. Full bleed/coverage front cover), duplex Paper size: 8.5""x11"", 5 bank mylar tabs Paper type: Front/Back Cover - 110 Ib cover, 1.20 inside - 24 Ib text, 25 color 4/4 tabs per book Finishing: 33mm GBC coil binding, full bleed front cover, duplex color tabs" 130 JEA 1 $48.46 6977 Addendum 1- Page 1 vocucogn tnveiope iu: ooun4zu i rn4t 44r5 tst s i-000u t t u i ou t z Lomprenensive Hnnuai rinanciai Keport - 1b/- pgs. (4/4 color 30% coverage internal pgs. Full bleed/coverage front cover), duplex Paper size: 8.5""x11""; 5 bank mylar tabs Paper type: Front/Back 1.21 Cover - 110 Ib cover; inside - 24 Ib text; 10 black & white tabs per book Finishing: 18mm GBC coil binding, full bleed front cover, insert tabs" 45 EA $28.51 "City Strategic Plan - 40-42 pgs. (4/4 color full bleed throughout), duplex Paper size: 11""x17"" for bleed; 1.22 8.5""x11"" finished Paper type: Frpnt/Back Cover - 110 Ib cover; inside - 80 Ib gloss text Finishing: 14mm GBC coil binding/side punch, bleed throughout " 40 EA $4.24 "Utility Rate Plan - 184 pgs. (4/4 color 30%), duplex Paper size: 8.5""x11""; 5 bank mylar tabs Papery type: 1.23 Front/Back Cover - 110 Ib cover; inside - 24 Ib text; 18 black & white tabs per book" 60 EA $22.24 "Service Awards - Setup and print: Color invitations, merge/print name badge labels, Design/layout/print of programs Paper size: Invitations - 8.5""x5.5""; 8-up white name badge labels, 8.5""x11"" programs 1.24 paper type: Invitations - 110 Ib Cardstock; 8-up white name badge labels, programs - 80 Ib gloss text Finishing: Programs - saddlestitch, folded to 8.5""x5.5""" 200 JEA "Fire EMS Protocol Manual 1 - 152 pgs. (black & white), clear cover, tabs, duplex Paper size: 8.5""x11""; 5 1.25 bank mylar tabs Paper type: Front/Back Cover -110 Ib cover; inside - 24 Ib text; 11 black & white tabs per book Finishing: 14mm GBC coil binding, insert color pgs, tabs" 40 EA $11.57 "Fire EMS Protocol Manual 2 - 152 pgs. (black & white), clear cover, tabs, duplex Paper size: 8.5""x5.5""; 5 1.26 bank mylar tabs Paper type: Front/Back Cover -110 Ib cover; inside - 24 Ib text; 11 black & white tabs per book Finishing: 14mm GBC coil binding, insert color pgs, tabs (cut to book size)" 30 EA $11.64 "Council Reference Guide - 378 pgs. (Color cover; black & white inside), duplex Paper size: 8.5""x11""; 5 1.27 bank mylar tabs Paper type: Front/Back Cover - 110 Ib cover 4/0; inside - 24 Ib text; 10 black & white tabs per book Finishing: 22mm GBC coil binding, insert tabs" 15 EA $16.84 1.28 Three-hole punch 10854 EA $0.04 1.29 Coil Binding 3264 EA $1.25 1.30 Saddlestich 22000 EA $0.02 1.31 Folding 38785 EA $0.04 1.32 Cost to run delivery to/from Denton City Hall once per work day 1 EA $0.00 1.33 Cost to run delivery to other City facilities (all located within Denton City limits) 1 EA $0.00 1.34 Cost for variable data service pricing 1 EA $75.00 1.35 Cost for design or alterations 1 EA $75.00 1.36 Same day print date/variable job type 1 EA $150.00 2 Part B 1 EA "Water Quality Report - Color 4/2; 17" x 14" Gloss text no less than 20# Fold in half, then double fold; 2.1 Tabbed for mailing. " 48000 EA $0.12 2.2 "Utility Rate Brochure - 8.5"x11" white, 24-Ib paper FULL COLOR 4/4, Full bleed" 55000 EA $0.07 3 Part C 1 EA 3.1 Full-Service Management, Labor, and Operation of City's In-House print shop and equipment 12 EA $0.00 3.2 Labor Cost for working Foreman/Supervisor for printing 2080 EA $0.00 6977 Addendum 1- Page 2 DocuSi n Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 1 31 luaaor LOST Tor rrmi i ecnnician 12080 JEA 1 $0.00 6977 Addendum 1- Page 3 DocuSign Envelope ID: 58064201-F64E-44F5-BE31-568D7BC13C72 Exhibit G 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. 1 Name of vendor who has a business relationship with local governmental entity. LESSEK ENTERPRISES, LLC. dba IMPRESS GRAPHICS 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 DocuuSigned by: F(hff 4SStt 11/5/2019 ;IWi=@WVAii& doing business with the governmental entity Date Certificate Of Completion Envelope Id: 58064201F64E44F5BE31568D7BC13C72 Subject: Please DocuSign: City Council Contract 6977 Printing Services Source Envelope: Document Pages: 35 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 11/1/2019 11:30:15 AM Signer Events 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 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 Kessel scott@impress-graphics.com Owner Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/5/2017 11:20:43 AM ID:9d752b6e-d57d-4e69-897c-4df8df360a06 Holder: Lori Hewell lori.hewell@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 EiDS Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 ED—Si,ned by: 7FgD328BF0204E5... Signature Adoption: Pre -selected Style Using IP Address: 129.120.6.150 ED—Sig"Id by: (R 4sstt 8C67304E71E4430... Signature Adoption: Pre -selected Style Using IP Address: 24.240.255.6 Docu� � SECURE 6 Status: Sent Envelope Originator: Lori Hewell 901 B Texas Street Denton, TX 76209 lori.hewell@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 11/1/2019 11:37:37 AM Viewed: 11/1/2019 11:37:50 AM Signed: 11/1/2019 1:21:36 PM Sent: 11/1/2019 1:21:38 PM Viewed: 11/1/2019 1:22:03 PM Signed: 11/1/20191:22:31 PM Sent: 11/1/2019 1:22:33 PM Viewed: 11/4/2019 1:23:00 PM Signed: 11/4/20194:57:53 PM Sent: 11/4/2019 4:57:56 PM Viewed: 11/4/2019 6:06:14 PM Signed: 11/5/2019 8:00:16 AM Signer Events Signature Timestamp Sarah Kuechler EDII"Sig"Id by. Sent: 11/5/2019 8:00:19 AM sarah.kuechler@cityofdenton.com aVaL 6k&kv Viewed: 11/5/2019 8:21:17 AM Director of Public Affairs/IGR 380421E9684D44D Signed: 11/5/2019 8:21:44 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: 11/5/2019 8:21:17 AM ID:7b812107-9860-4e84-bb64-b59a659a55d0 Cheyenne Defee Sent: 11/5/2019 8:21:47 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 Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee Sent: 11/1/2019 1:21:38 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 Di Sent: 11/5/2019 8:21:47 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Ryan Adams ryan.adams@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/5/2019 8:21:47 AM Payment 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: Scott Kessel, Sarah Kuechler, 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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